Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

FEIB AGM Information 2016

Jun 28, 2016

52204_rns_2016-06-28_2680938c-b1fa-4d36-8d23-ddc66bc8bbde.pdf

AGM Information

Open in viewer

Opens in your device viewer

Handbook for 2016 Annual Shareholders' Meeting

Contents

Item for Discussion (I) (Voting Item) 5
1. Amendment of Articles of Incorporation of Far Eastern International
Bank 5
Items for Reporting (Non-Voting Items) 6
1. 2015 Business Report 6
2. 2015 Financial Statements 6
3. Audit Committee's Review Report on 2015 Business Report and
Financial Statements 6
4. 2015 Summary of Employees' Compensation and Directors'
Remuneration 6
5. The "Code of Ethical Conduct" and the "Ethical Corporate
Management
Best Practice Principles" of Far Eastern International Bank
6
6. Subordinated Financial Debentures Issued in 2015
6
Items for Acknowledgment (Voting Items) 7
1. 2015 Business Report and Financial Statements 7
2. 2015 Earnings Distribution Proposal 8
Item for Discussions (II) (Voting Items) 9
1. Proposal of New Shares Issuing – to Capitalize Shareholder Dividend . 9
2. Proposal of Private Placement - to Issue Common Shares, Preferred
Shares, Convertible Bonds or a Combination of Above Securities to
Specific Parties 10
Questions and Motions (Voting Items) 11
Attachments 12
I
Amendment of Articles of Incorporation of Far Eastern International
Bank 12

II 2015 Business Report
21
III Independent Auditors' Report & 2015 Financial Statements
27
IV Audit Committee's Review Report on 2015 Business Report and
Financial Statements 46
V 2015 Summary of Employees' Compensation and Directors'
Remuneration 47
VI The "Code of Ethical Conduct" and the "Ethical Corporate
Management Best Practice Principles" of Far Eastern International
Bank
48
VII Subordinated Financial Debentures Issued in 2015 55
VIII Impact of the Stock Dividend Distribution on Operating Results,
Earnings per Share and Shareholders' Return on Investment 56
General Information 57
I Articles of Incorporation of Far Eastern International Bank 57
II Rules Governing the Conduct of Shareholders' Meeting of Far

Far Eastern International Bank (FEIB) 2016 Annual Shareholders' Meeting (Translation)

  • Date: Wednesday, 15 June 2016
  • Time: 9:00 a.m. Taipei time
  • Place: Auditorium in the Taipei Hero House, No. 20, Changsha Street, Section 1, Taipei, Taiwan

Meeting Agenda

Meeting begins

Chairperson takes the position

Chairperson makes remarks

Item for Discussion (I) (Voting Item)

  1. Amendment of Articles of Incorporation of Far Eastern International Bank

Items for Reporting (Non-Voting Items)

    1. 2015 Business Report
    1. 2015 Financial Statements
    1. Audit Committee's Review Report on 2015 Business Report and Financial Statements
    1. 2015 Summary of Employees' Compensation and Directors' Remuneration
    1. The "Code of Ethical Conduct" and the "Ethical Corporate Management Best Practice Principles" of Far Eastern International Bank
    1. Subordinated Financial Debentures Issued in 2015

Items for Acknowledgement (Voting Items)

    1. 2015 Business Report and Financial Statements
    1. 2015 Earnings Distribution Proposal

Items for Discussion (II) (Voting Items)

    1. Proposal of New Shares Issuing to Capitalize Shareholder Dividend
    1. Proposal of Private Placement to Issue Common Shares, Preferred Shares, Convertible Bonds or a Combination of Above Securities to Specific Parties

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.

Item for Discussion (I) (Voting Item)

1. Amendment of Articles of Incorporation of Far Eastern International Bank

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

Explanatory Notes:

  • i Article 3 & Article 3-1 of the Bank's Articles of Incorporation are amended to add new business items of H601011 personal insurance agency and H601021 property and liability insurance agency.
  • ii To allow the Bank issuing capital securities in compliance with BASEL III requirements, Article 4-1 of the Bank's Articles of Incorporation is amended to specify terms and conditions of preferred share issuing.
  • iii Article 25 of the Bank's Articles of Incorporation is amended to include distribution principles of employees' compensation and directors' remuneration, and Article 25-1 is newly added to include distribution policy of retained earnings, amid amendment of Article 235 and 235-1 of the Company Law.
  • iv A comparison table summarizing above amendments in the Articles of Incorporation of Far Eastern International Bank is attached as Attachment I.
  • v. Please vote FOR.

Items for Reporting (Non-Voting Items)

1. 2015 Business Report

The 2015 business report is attached as Attachment II.

2. 2015 Financial Statements

The 2015 financial statements and independent auditors' report by Deloitte & Touche are attached as Attachment III. (The 2015 financial statements are available for access at http://mops.twse.com.tw )

  • 3. Audit Committee's Review Report on 2015 Business Report and Financial Statements The Audit Committee's review report is attached as Attachment IV.
  • 4. 2015 Summary of Employees' Compensation and Directors' Remuneration The summary of employees' compensation and directors' remuneration in 2015 is attached as Attachment V.
  • 5. The "Code of Ethical Conduct" and the "Ethical Corporate Management Best Practice Principles" of Far Eastern International Bank

The "Code of Ethical Conduct " and the "Ethical Corporate Management Best Practice Principles" are attached as Attachment VI.

6. Subordinated Financial Debentures issued in 2015

The summary of subordinated financial debentures issued in 2015 is attached as Attachment VII.

Items for Acknowledgement (Voting Items)

1. 2015 Business Report and Financial Statements

The Board of Directors recommends shareholders vote FOR 2015 business report and financial statements.

Explanatory Notes:

  • i. The Audit Committee of the Bank has reviewed the business report and the audited financial statements (by S.Z. Wu, CPA, and C.S. Yang, CPA, of Deloitte & Touche) of the Bank for the year ended 2015 and found them acceptable.
  • ii. The 2015 business report, the independent auditors' report & 2015 financial statements, and Audit Committee's review report are attached as Attachments II, III, and IV.

iii. Please vote FOR.

2. 2015 Earnings Distribution Proposal

The Board of Directors recommends shareholders vote FOR proposal of 2015 earnings distribution.

Explanatory Notes:

i. The 2015 earnings distribution of the Bank is as follows: (Unit: NT\$)
Unappropriated earnings - beginning 3,441,906
Effect of retrospective IFRS application (185,223,630)
Adjusted unappropriated earnings -beginning (181,781,724)
Net income 3,914,131,951
Adjustment on retained earnings for remeasurement of
defined benefit plans
(129,974,469)
Adjustment on retained earnings for investment under equity
method
(1,362,340)
Legal reserve (1,080,304,025)
Reverse of special reserve 87,191,010
Distributable earnings 2,607,900,403
Earnings distribution:
Shareholder dividends 1,819,945,775
Unappropriated earnings - ending 787,954,628

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

Per share Total amount
Cash dividend 0.400 1,213,297,185
Stock dividend 0.200 606,648,590
Total 0.600 1,819,945,775

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 determined separately after 2016 annual shareholders' meeting. Dividend per share as referred above is calculated in accordance with the outstanding 3,033,242,962 shares as on December 31, 2015. The Board of Directors is authorized 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 (exright) date.
  • iv. Please vote FOR.

Items for Discussion (II) (Voting Items)

1. Proposal of New Shares Issuing – to Capitalize Shareholder Dividend

The Board of Directors recommends shareholders vote FOR capitalization of 2015 stock dividend.

Explanatory Notes:

  • i. Capitalization purpose and funding sources: In order to support business needs, enhance capital base and improve capital structure, it is proposed to capitalize shareholder dividend of NT\$606,648,590 from 2015 earnings distribution for issuing of 60,664,859 new shares at NT\$10 per share at par.
  • ii. Allotment method: The 60,664,859 new shares are distributed in accordance with the shareholding record of the shareholder's register on the dividend ex-right date, that is, 20 shares per thousand shares. For odd shares, two or more shareholders may, within the specific period of time, consolidate each of their respective odd shares into a round number of shares for one person's shareholding only. For any odd shares that are not consolidated before the deadline, or are still remaining after consolidation, cash will be distributed according to the face value of the shares (rounded up to dollars). The total accumulated odd shares will be subscribed at par by the employee shareholding trust of the Bank. The rights and obligations of new shares issued from the capitalization are the same as those of existing shares.
  • iii. The distributable dividend shares as referred above are calculated in accordance with total 3,033,242,962 outstanding shares on December 31, 2015. The Board of Directors is authorized 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.
  • iv. The ex-right date of stock dividend will be determined separately by resolution of Board of Directors after 2016 annual shareholders' meeting.
  • v. Please vote FOR.

2. Proposal of Private Placement - to Issue Common Shares, Preferred Shares, Convertible Bonds or a Combination of Above Securities to Specific Parties

The Board of Directors recommends shareholders vote FOR issuing of common shares, preferred shares, convertible bonds or a combination of above securities to specific parties for a total amount of 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 16, 2015 to proceed private placement for a total amount of not exceeding NT\$10 billion or equivalent in foreign currencies. The proposal here is to request extension of last shareholders' approval for another year.
  • ii. The purpose of private placement is to seek alliance opportunities with domestic or foreign strategic investors, 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 Bank's 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 base 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 the higher of the following two basis prices:
    • (1) The simple average closing price of either 1, 3 or 5 days prior to the pricing date, minus dividends adjustment, plus price discount adjustment due to capital reduction.
    • (2) The simple average closing price of 30 days prior to the pricing date, minus dividend adjustment, plus price discount adjustment due to capital reduction.
      1. The issuing price of preferred shares and convertible bonds shall be no less than 80% of the theoretical price, which is the price determined by a pricing model applicable to all the issuing terms, including options in the issuing terms.
      1. The pricing date, reference price, theoretical price, and actual issuing price, as referred above, will be actually determined subject to market conditions, terms, and discussion with specific parties. If the issuing price is below par and results in cumulative losses to the Bank, the Bank, subject to the operation status then, may decapitalize its capital base, reverse retained earnings or capital surplus to make up the losses.
      1. The private placement pricing, as determined by reference to government regulation, the reference price or theoretical price above, and the 3-year lock-up period required by the Securities and Exchange Act, is deemed reasonable.
  • (ii) The selection method, purpose and necessity of allying with the specific parties, and anticipated benefits:

      1. The selection method and purpose: The selection is based on qualification specified in Article 43-6 of the "Securities and Exchange Act" to invite those strategic investors who are able to assist the Bank to expand sales channels, grow market shares, improve service quality, and reduce operating costs.
    1. Necessity: The investment from the specific parties is necessary to improve the Bank's capital adequacy and risk-taking capacity by Basel III implementation, and to support the Bank's long-term development.
    1. Anticipated benefits: The participation of the specific parties will enhance the Bank's competitiveness and profitability.
  • (iii) The necessity of private placement:
    1. Reasons for no public offering: Public offering is not considered a recommendable approach, due to concerns of transaction cost and execution efficiency. Plus, the public offering is less supportive to provide the business needs of working with strategic investors, and the intended long-term working relationship with the strategic investors, which is to be secured by the 3-year lock-up period per requirement of private placement regulation.
    1. The amount of private placement: Within the limit of NT\$10 billion or equivalent in foreign currencies, the amount of private placement could be raised by one or two tranches, within the period of 1 year from the shareholders' meeting resolution date, subject to market conditions and discussion progress with the specific parties.
    1. Capital usage plans and anticipated benefits from the private placement: The capital amount raised through one or two tranches will be used to expand the scale of the Bank's business operations and to pursue strategic alliance opportunities domestically and in overseas. The anticipated benefits will include strengthening of the Bank's competitiveness, profitability, capital adequacy ratio, and shareholders' equity.
  • iv. The Board of Directors is authorized to resolute and decide key terms of capital issuance plans pertaining to the private placement, including issuing shares, pricing, terms and conditions, specific parties' selection, capital-raising effective date, capital usage plans, anticipated benefits, and all other matters related to the private placement. The Board of Directors is also authorized to revise the issuance plans due to changes of law regulations, or market conditions, or upon instructions from government authorities.
  • v. Please vote FOR.

Resolutions:

Questions and Motions (Voting Items)

Meeting adjourned

Attachment I

Amendment of Articles of Incorporation of Far Eastern International Bank

Section Proposed changes Current Articles Reasons
Article 3 The business of the Bank shall be
categorized as H101021 Commercial
Banking Industry, H601011 Personal
Insurance Agency and H601021
Property and Liability Insurance
Agency.
The business of the Bank shall be
categorized as H101021 Commercial
Banking Industry.
To add new business items of
personal insurance agency
and property and liability
insurance agency in the
Bank's Articles of
Incorporation.
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 financial 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;
(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;
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 financial 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;
(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;
Section Proposed changes Current Articles Reasons
(16) To buy and sell foreign cash and (16) To buy and sell foreign cash and
traveler's check; traveler's check;
(17) To provide guarantee service to (17) To provide guarantee service to
export foreign exchange export foreign exchange
transaction, import foreign transaction, import foreign
exchange transaction, general exchange transaction, general
incoming and outgoing remittance, incoming and outgoing remittance,
foreign exchange deposits, foreign foreign exchange deposits, foreign
exchange loans, and foreign exchange loans, and foreign
exchange guaranteed payment; exchange guaranteed payment;
(18) To provide foreign exchange (18) To provide foreign exchange
collateralized account service; collateralized account service;
(19) To engage in derivative financial (19) To engage in derivative financial
products business to the approval products business to the approval
of the central competent authority; of the central competent authority;
(20) To provide factoring service (20) To provide factoring service
subject to the approval of the subject to the approval of the
central competent authority; central competent authority;
(21) To issue financial bonds; (21) To issue financial bonds;
(22) To underwrite the issuance of
corporate bonds;
(22) To underwrite the issuance of
corporate bonds;
(23) To provide the services as (23) To provide the services as
designated by the provisions of designated by the provisions of
Trust Business Law; Trust Business Law;
(24) To engage in the securities (24) To engage in the securities
business (to buy and sell business (to buy and sell
securities as an agent); securities as an agent);
(25) To sell gold bars, gold coins, and (25) To sell gold bars, gold coins, and
silver coins as an agent; silver coins as an agent;
(26) To provide agent's service related (26) To provide agent's service related
to the above-mentioned business to the above-mentioned business
or subject to the approval of the or subject to the approval of the
central competent authority; central competent authority;
(27)To provide personal insurance (27) To engage in other related
agency services business subject to the approval of
(28) To provide property and liability the central competent authority.
insurance agency services
(29) To engage in other related
business subject to the approval of
the central competent authority

Section Proposed changes Current Articles Reasons
Article 4-1 The Bank has issued Series A The Bank has issued Series A Amend the issue terms of the
Registered Preferred Stock. The rights, Registered Preferred Stock. The rights, preferred stock to comply
obligations, and other important terms obligations, and other important terms Basel III and Regulations
and conditions are listed as follows: and conditions are listed as follows: Governing the Capital
1.
Should there be net income after
1.
Should there be surplus after the
Adequacy and Capital
the closing of annual accounts, the closing of annual accounts, the Category of Banks.
Bank shall make up the loss of the Bank shall pay all taxes and make The mark-up rate increase.
previous years. There should be up the loss of the previous years in
retained a legal reserve of thirty compliance with the law. Should
per cent(30%), then special there be further surplus, legal
reserve shall be retained or reserve and special reserve shall
reversed in compliance with the be retained in compliance with the
law. After that, the remaining
surplus together with the
law and the relevant provisions of
the Articles of Incorporation. After
unallocated surplus of the last year that, the remaining surplus
should first be paid for the together with the unallocated
dividends of the current year on surplus of the last year shall first
the Series A Preferred Stock. be paid for the dividends of the
current year and the unpaid
dividends of the previous years on
the Series A Preferred Stock.
2.
The Series A Preferred Stock are
2.
The dividends of Series A
non-cumulative preferred shares, Preferred Stock shall be marked
and the dividends rate of Preferred up based on the fixed interest rate
Stock shall be capped at 8% per of the one-year time deposit issued
annum. The distributable dividends by the Chunghwa Post Co., Ltd.
shall be calculated based on the The mark-up shall be limited up to
actual selling price, and be
distributed annually by cash. After the
4% per annum and calculated based
on the actual selling price. After the
books of accounts are recognized books of accounts are recognized
in the yearly Shareholders' in the yearly Shareholders'
Meeting, the Board of Directors Meeting, the Board of Directors
shall separately set a effective date shall separately set a standard
for paying such dividends. date for paying such dividends.
In the year of issuance and The payment of the dividends of
redemption, the distribution of the Series A Preferred Stock of the
payable dividends shall be current year shall be calculated
calculated based on the actual based on the actual issuing days
number of days the Series A from the issue date in proportion to
Preferred Stock remained the days of the total year. The
outstanding in that year. issue date means the standard

date of capital increase. The

Section Proposed changes Current Articles Reasons
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.
3. The Bank has sole discretion on 3. Should there be no surplus after
the distribution of preferred share the closing of the annual accounts,
dividends. If after annual audited or should the surplus be
accounts are prepared, there is no insufficient for the payment of the
earnings and no distributing dividends of Series A Preferred
dividends of common stocks or Stock of the current year, or should
insufficient earnings for distributing the payment of the dividends of
dividends of Series A Preferred Series A Preferred Stock result in
Stock, or if such kind distribution the falling of the capital adequacy
will cause the Bank's capital ratio of the Bank below the
adequacy ratio to fall below the minimum requirement prescribed
minimum requirement stipulated by by the law or the competent
the Regulations Governing the authority and the payment of
Capital Adequacy and Capital dividends be thus suspended, such
Category of Banks or the insufficient portion of dividends
competent authorities, the shall be accumulated and be paid
cancellation of distributing Series A in priority order in the later years
Preferred Stock dividends by with surplus.
resolution of the Bank will not be
4. deemed as an event of default.
The remaining assets of the Bank
4. The remaining assets of the Bank
shall be distributed to the holders shall be distributed to the holders
of the Series A Preferred Stock in of the Series A Preferred Stock in
preference to the holders of the preference to the holders of the
Common Stock provided. If the Common Stock provided, however,
competent authority puts the Bank that such distribution shall not
under receivership, appoints exceed the total issuing value and
administrators to take over the any dividends owed.
Bank, or orders the Bank to
suspend its business for special
liquidation or to commence
liquidation, the holder(s) of the
Series A Preferred Stock shall
have the same priority as the
holders of common shares in terms
of distribution of the Bank's

residual assets.

Section Proposed changes Current Articles Reasons
5. The holders of the Series A 5. The holders of the Series A
Preferred Stock shall have no Preferred Stock shall have no
voting and election rights in the voting and election rights in the
Shareholders' Meeting; but they Shareholders' Meeting; but they
shall have the right to be elected to shall have the right to be elected to
be directors. be directors.
6. Except the right of receive the 6. Except the right of receive the
dividends as provided in Sub dividends as provided in Sub
paragraph 2 of this Paragraph, the paragraph 2 of this Paragraph, the
holders of the Series A Preferred holders of the Series A Preferred
Stock shall have no right to the Stock shall have no right to the
distribution of the cash or capital distribution of the cash or capital
set aside from the surplus and set aside from the surplus and
capital surplus, available to the capital surplus, available to the
holders of the Common Stock. holders of the Common Stock.
7. In case of the issuing of new stock 7. In case of the issuing of new stock
by the Bank due to capital
increase, the holders of the Series
by the Bank due to capital
increase, the holders of the Series
A Preferred Stock shall have the A Preferred Stock shall have the
same pre-emptive right to same pre-emptive right to
purchase the new stock like the purchase the new stock like the
holders of the Common Stock. holders of the Common Stock.
8. Commencing from the second day 8. Commencing from the second day
of the third anniversary from the of the third anniversary from the
issue date of the Series A issue date of the Series A
Preferred Stock, except during the Preferred Stock, except during the
time when the transfer of shares is time when the transfer of shares is
suspended in accordance with the suspended in accordance with the
law, the holders of the Series A law, the holders of the Series A
Preferred Stock shall have the Preferred Stock shall have the
right, at any time, to convert the right, at any time, to convert the
Series A Preferred Stock, in full or Series A Preferred Stock, in full or
in part, into shares of Common in part, into shares of Common
Stock of the Bank at the Stock of the Bank at the
conversion rate of one-to-one. conversion rate of one-to-one.
The rights and obligations of the The rights and obligations of the
Common Stock so converted shall Common Stock so converted shall
be the same as those of the other be the same as those of the other
original Common Stock. original Common Stock.
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 shares of the Common Stock
Section Proposed changes Current Articles Reasons
before the standard date of before the standard date of
distribution of dividends, the distribution of dividends, the
holders shall not have the right to holders shall not have the right to
the distribution of the dividends of the distribution of the dividends of
Preferred Stock in the current and Preferred Stock in the current and
following years. 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.
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 Commencing from the second day
of the fifth anniversary of the issue of the fifth anniversary of the issue
date, subject to the competent date, if permitted by the law and
authority's approval, if its ratio of the competent authority, the Bank
the Bank's regulatory capital to its may, at any time, redeem, at the
risk weighted assets after actual issuing price, the whole or a
redemption, as calculated by the part of the Series A Preferred
Bank, will at least meet the Stock in circulation.
Should the
relevant minimum ratios as set out Bank fail to redeem the Series A
in the Regulations Governing the Preferred Stock before the fifth
Capital Adequacy and Capital anniversary of the issue date, an
Category of Banks, the Bank may,
at any time, redeem, at the actual
additional one percent per annum
shall be increased to its dividends
issuing price, the whole or a part of commencing from the second day
the Series A Preferred Stock in of the fifth anniversary of the issue
circulation date.
The Board of the Directors shall be The Board of the Directors shall be
authorized to prescribe the issuance authorized to prescribe the dividend
date and the specific terms of the rate of the Series A Preferred Stock at
Series A Preferred Stock at the actual the actual issue date according to the
issue date according to the conditions conditions of the current capital market
of the current capital market, in and subject to the restrictions as
accordance with the Bank's Articles of provided in the Sub-paragraph 2 of the
Incorporation and applicable laws and preceding Paragraph.
regulations.
Article 25 If there be net income before income In case of net profits after settlement of According to Article 235-1 of
tax, remuneration of directors and accounts for each fiscal year, the Bank the Company Act.
employees' compensation, the Bank shall first pay up all necessary taxes
should retain an employees' and recover all the losses incurred in

Section Proposed changes Current Articles Reasons
compensation of 3.5%-4.5% and a the previous years, if any, before
remuneration of directors no greater setting aside a legal reserve of thirty
than 1.5%. Should there be per cent (30%) of the net profit and
accumulated loss, the Bank shall retain appropriating, according to law and
earnings to cover the loss in advance. regulations, a special surplus reserve.
The remaining amount together with
Employees' compensation may be the accumulated retained profits of the
distributed in the form of stocks or in last year shall first be distributed to the
cash. The amount distributable as dividends of Preferred Stock. After
employees' compensation and having had certain portion set aside
remuneration of directors shall be based on the condition of operation,
decided by a resolution adopted by a the remaining dividends shall be
majority vote at a meeting of board of appropriated as follows:
directors attended by two-thirds of the (1) Dividends of shareholders: To be
total number of directors; and in ninety-two per cent (92%) and
addition thereto a report of such equally distributed to the
distribution shall be submitted to the shareholders according to their
shareholders' meeting. 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: 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 fifteen percent (15%) of the
total paid-in capital.
Allocation of profits 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
Section Proposed changes Current Articles Reasons
principle, be no less than 10% of the
total stock interest and stock dividends
to be distributed that year.
Article 25-1 In case of net income after settlement
of accounts for each fiscal year, the
Bank shall 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 shall be
retained or reversed. The remaining
amount together with the accumulated
retained profits of the last year shall
first be distributed to the dividends of
Preferred Stock. After having had
certain portion set aside based on the
condition of operation, the board of
directors shall prepare the surplus
earning distribution to submit to its
shareholders for their decisions.
Before the above-mentioned legal
reserve reaches the amount of total
paid-in capital, the maximum
appropriation of cash dividends shall
not exceed fifteen percent (15%) of the
total paid-in capital.
Allocation of profits 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.
According to Article 235 of the
Company Act. The text and
article amended accordingly.
Article 28 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.
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 26th amendment is added
in Paragraph a.

Section Proposed changes Current Articles Reasons
˙
Omitted
˙
˙
Omitted
˙
※ The Twenty-second amendment
was made on June 26, 2012 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-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 Twenty-fourth amendment was
made on June 24, 2014 by the
Shareholders' Meeting.
※ The Twenty- fifth amendment was
made on June 16, 2015 by the
Shareholders' Meeting.
※ The Twenty- fifth amendment was
made on June 16, 2015 by the
Shareholders' Meeting.
※ The Twenty- sixth amendment was
made on June 15, 2016 by the
Shareholders' Meeting.
The amendment of Articles of
Incorporation shall take effect on
approval by the shareholders' meeting.
The amendment of Articles of
Incorporation shall take effect on
approval by the shareholders' meeting.

Attachment II

2015 Business report

Reflecting on 2015, due to the slowdown of economic growth in China, declining international oil prices, decreasing growth momentum in the emerging countries, and the volatile global financial market, recovery was sluggish leading to weak export and private consumption in Taiwan and the lowest GDP growth in the past six years. Looking into 2016, while the world economy remains very challenging, Taiwan's GDP is expected to improve YoY and will show gradual recovery. The banking industry is benefiting from government's policy of promoting digitized financial environment, coupled with the digital trend including mobile banking, big data, cloud computing and social media. Bank 3.0 shall present new business model and new profit opportunity.

In 2015, thanks to joint efforts of all colleagues, Far Eastern International Bank (FEIB) continued to maintain steady growth momentum. The fiscal year net profit was NT\$3.914 billion, up 5.8% than 2014. Earnings per share (EPS) grew year-over-year 4.8% to NT\$1.30. The total return on assets (ROA) was 0.73%, continued to register growth for the past six years. The return on equity (ROE) was 10.43%, exceeding 10% in six consecutive years and above industry average. In addition, FEIB demonstrated outstanding asset quality with NPL ratio dropping sharply to 0.25% and the provision for bad debt coverage ratio rising to 541.91%.

FEIB has been fervently engaged in building digital corporate culture and has continued its innovative business model to deliver outstanding performance. In the category of wealth management, the Bank received "Wealth Management Award" and "Brand Image Award" by Excellence Magazine, as well as "Best Confidence Award" and "Best CSR Award" for wealth management banks by Business Today Magazine. Market share of TDR remained at top rank. The Bank also received Credit Guarantee Fund "SME Financial Factory Growth Award". The credit card business launched Taiwan's first iCloud credit card, introduced "iapplication" online card issue platform, and developed big loyalty bonus platform to explore cross-industry e/M merchandise promotions. As to consumer banking, installment and automobile & motorcycle loans continued their market lead position. FEIB inaugurated FEIB Financial Leasing Company in Shanghai to enter into the China market, integrate the greater China service platform to offer cross-strait, capital market and structural corporate finance products. The Bank also completed many landmark cross-border international syndicated loan projects, and overseas profit already accounted to 40%. Furthermore, FEIB leads in developing its online platform of convertible bond asset swap and FX margin trading to build innovative trading channel and strengthen its niche position of financial market.

The Bank has long been committed to various philanthropic activities, fulfilling corporate social responsibilities (CSR), and engaged in various social contributions to exert positive

influence. By providing fund raising platform, FEIB has long partnered with the Eden Social Welfare Foundation to accumulate donations amounted to exceed NT\$70 million to help the underprivileged. FEIB cooperated with Shangri-La's Far Eastern Plaza Hotel in Taipei to produce the world's longest roll cake and donated auction sales to SOS-Children's Villages in Taiwan. Additionally, the Bank also published 2016 calendar titled "Treasured Tradition, Prosperous Innovation" illustrating participating projects of the Far Eastern Outstanding Architecture "Renovated Old Houses" Award. Furthermore, the Bank is awarded the Talent Quality-Management System bronze medal by the Ministry of Labor for its outstanding talent development program. The Bank has received subsidies for thirteen consecutive years from the Workforce Development Agency, the Ministry of Labor.

Looking forward, FEIB will accelerate its transformation strategies, focusing on digitalization, and reaching new high through FinTech. With innovative business model, strengthened customer experience, optimized operating process and creating new blue ocean opportunities, the Bank will strive to achieve digital transformation through targeted marketing of Big Data, cultivating high quality clientele, promoting branch transformation plan, and adopting both virtual and physical operations. FEIB will integrate cross-strait Greater China money flow platform, seize cross-border payment opportunities via IoT, establish operating sites in China in accordance with relevant laws and regulations, deploy operations in the Asian markets and thus continue to increase overseas contribution to profits and revenues. Eventually, the Bank will effectively strengthen its growth momentum and create maximum value for its customers, shareholders, and employees with these leading innovative strategies.

Operating Results for 2015 and Business Outlook for 2016 are summarized as follows:

Operating Results for 2015

  1. Business Plan and Operating Results

Changes in Operations Overview

Unit: NT\$ million
Year
Item
2015 2014 Change Rate
Deposit (Including due from other banks,
excluding remittance)
452,340 424,055 6.67%
Corporate Loan 146,904 139,387 5.39%
Consumer Loan 191,693 184,548 3.87%
Total Loan 338,597 323,935 4.53%
Revolving Credit Card Balance 10,567 10,073 4.91%
Securities Purchased 77,480 66,912 15.79%
Stock Investment in Equity 3,026 2,610 15.98%
Total Trust Assets 58,156 60,977 -4.63%
    1. Business Overview
  • A. Target Achievement

In 2015, FEIB's total assets stood at NT\$546.5billion, achieved 100% of target; deposits (including dues from other banks) amounted to NT\$452.3 billion, achieved 102% of target; net operating income was NT\$10.842 billion, achieved 96% of target; and due to appropriate strict control of budget control, net income after tax was NT\$3.914billion, achieved 98%of target.

B. Analysis of Profitability

FEIB's net operating income in 2015 grew 2.6% (YoY) to NT\$10.842billion, and net income after tax was NT\$3.914 billion, up 5.8% than that of 2014. Earnings per share was NT\$1.30, registering a growth of 4.8% (YoY).

  1. Ratings

The Bank's investment grade ratings were assessed by Fitch Ratings Limited 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, FEIB is considered a stable financial institution of investment grade.

  1. Research and Development

With the recent developments of mobile communication, social media, Big Data and cloud computing technologies, FEIB initiated a variety of digital financial service platforms in 2015, such as the first bank to launch Taiwan's first iCloud credit card, to introduce credit

card and online loan application platform, to open online trust accounts, to complete the revised new generation network banking and OTP non-contractual transfer service, and to adopt electronic confirmation and account statement for financial transactions so as to elevate the Bank's operating efficiency and optimize customer's digital experience.

    1. Structural Changes
  • A. To comply with the Securities Exchange Act and strengthen corporate governance, FEIB has established the Audit Committee since the 9th Board of Directors and Supervisors to replace the current supervisor system.
  • B. In response to the development of digital banking, FEIB established in April 2016 the new "Digital Banking Group" to engage in the innovative digital banking business model, improve application process, optimize customer experience, and elevate operating efficiency and profit growth.
    1. Impact of External Competitive, Legal and Overall Operating Environment

Financial Supervisory Commission (FSC) is dedicated to construct the "digitized financial environment 3.0 plan," opening online banking business, and investing in integrating FinTech (Financial Technology), FEIB therefore already established "Digital Banking Group" to exert in exploring digitized banking businesses. With the decline of real estate transactions, sluggish economic growth, and continuous narrowing interest margin, the growth and profit potential for the consumer banking market has been squeezed tremendously. However, gradual recovery is expected for 2016, coupled with the government's economic development policies shall help stabilize the overall financial market and needs. With FSC's fortified supervision and management on complex and high-risk derivative products, the Bank will foresee healthy development. On the other hand, given FSC's loosing restriction on banking mortgage loans the Bank will also stipulate the centralized real estate management mechanism to cover both business developments and risk management.

Business Outlook for 2016 is as follows:

  1. Operating Goals

Major Operating Goals for 2016 are summarized as follows:

  • A. Total asset: NT\$585 billion
  • B. Total deposit: NT\$469.5 billion
  • C. Total loan: NT\$369.8 billion
    1. Operating Highlights
  • A. Individual Banking Business:

Continue to cultivate branch channels, re-allocate branch sites, expand assets under management (AUM), and focus on high networth-asset clients. Promote the sales of class plenary policy combining insurance and investment, strengthen wealth management commission income, develop Bank 3.0 services, plan for digitized deposit account, create new digital customer experience, also continue to expand the Bank's small and medium enterprise business teams, to satisfy these customers financing and wealth management needs. To In responding to echo with population structure change, FEIB will promote retirement finance estate planning, fulfilling their estate trust and retirement investment needs to explore new niche market.

  • B. Consumer Banking and Credit Card Business:
  • (1) Consumer Banking Business

With the development of digitized banking, expand diversified business models and develop new product partners, focus on virtual and physical operations, strengthen physical channels and also manage online customers, enlarge asset scale; based on Big Data to optimize risk management technique and differentiated pricing, improve product competitiveness; continue Cross Sales and Bundle Sales strategy, cultivate target customers, focus on e/M-banking, and improve operating process to consolidate its niche products and retain the market leading position.

(2) Credit Card

FEIB continues to integrate the Group's diversified enterprise services, cultivate the value of HAPPY GO big bonus-program to fortify customer loyalty. Aside from C'est Moi My Card, the Bank also cooperates with SOGO Department Stores to issue Far Eastern Happy Credit Card and elevate ratio of revolving spending. It combines HAPPY GO and eTag services to issue Happycash card, plans to launch travel-oriented credit cards to push traffic users. The Bank promotes iCloud credit card, develops one-stop online application and approval platform to simplify application process and promote online spending. FEIB also cooperates with third-party payment operators to engage in e-commerce. It was the first to launch interactive mobile e-billing to enhance digitization and lower expense. Adopting Big Data, the Bank aims to manage target customers, optimize risk management technique and customizing pricing to elevate product competitiveness and expand revenue income.

C. Corporate Banking Business:

Implement strict control of asset quality, establish risk asset ceiling to improve asset quality and profit, the Bank adopts multi-products marketing, elevates E-commerce penetration, increases customer stickiness, optimizes deposit structure to gain steady fund; deepens Corporate Finance business, creates high value-added services and copes with customized financial needs. Focus on KYC (Know Your Customer), achieve balanced derivative financial product and promotion, implement B2B2C business model, provide integrated sales and financial management services to online customers, lead in multi-national syndicated loans through cross-strait financial platform, establish cross-border business model, and expand overseas asset and revenues.

D. Financial Markets Business:

FEIB continues to consolidate its leading position in the FX margin trading and convertible bond asset swap market. Through Internet, mobile devices and other diversified channels, the Bank cultivates customer relations, develops new clients, expands into China to establish lease finance company, opens offshore securities unit (OSU), further explores loan secondary market, and develops relevant innovative and structured financial services. The Bank strengthens TMU business to promote investment and structured finance product, develops SD, CCS customers, increases non-risk revenues, and enlarges investment and financial transaction asset position, fortifies asset quality control, and balances profit and risk.

E. Digital Banking Business

With the rapid development of digitized banking and popularity of mobile devices, FEIB will continue to constitute and optimize digital platform, streamline various application process to improve customer experience, and increase the use of digital channels. By integrating all payment tools, the Bank provides comprehensive domestic and cross-border financial solutions. Based on Big Data, analysis of customer profile and behavior, FEIB draws upon differentiated marketing initiatives to contact and deepen the management of digital customers through digital channels. Launching the new generation Internet banking platform, integrating corporate finance management and global account management, FEIB offers comprehensive services for corporate customers, and supports the Group's integrated e/M resources to jointly plan for the Group's digital payment blueprint, and create new niche market.

Attachment III

Independent auditors' report & 2015 Financial Statements

(English Translation of a Report Originally Issued in Chinese)

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars)

2015 2014
ASSETS Amount % Amount %
CASH AND CASH EQUIVALENTS \$
6,104,340
1 \$
8,084,621
2
DUE FROM THE CENTRAL BANK AND OTHER BANKS 79,028,172 15 78,125,478 15
FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS 39,672,053 7 25,944,211 5
DERIVATIVE FINANCIAL ASSETS FOR HEDGING - - 40,439 -
SECURITIES PURCHASED UNDER RESALE AGREEMENTS 15,344,855 3 14,385,710 3
RECEIVABLES, NET 20,853,418 4 19,664,258 4
CURRENT TAX ASSETS 3,085 - 35,024 -
DISCOUNTS AND LOANS, NET 334,063,822 61 319,176,466 61
AVAILABLE-FOR-SALE FINANCIAL ASSETS 27,478,135 5 30,518,170 6
HELD-TO-MATURITY FINANCIAL ASSETS 3,125,209 1 3,991,084 1
INVESTMENT ACCOUNTED FOR USING EQUITY METHOD 1,658,037 - 1,592,014 -
DEBT INVESTMENTS WITH NO ACTIVE MARKET 7,204,513 1 6,971,873 1
OTHER FINANCIAL ASSETS, NET 6,534,747 1 7,839,735 1
PROPERTY AND EQUIPMENT, NET 2,840,692 1 2,785,884 1
INTANGIBLE ASSETS, NET 1,776,051 - 1,801,534 -
DEFERRED TAX ASSETS 631,541 - 864,280 -
OTHER ASSETS, NET 236,211 - 157,136 -
TOTAL \$ 546,554,881 100 \$ 521,977,917 100

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars)

2015 2014
LIABILITIES AND EQUITY Amount % Amount %
LIABILITIES
Due to the Central Bank and other banks \$
13,194,889
2 \$
11,496,870
2
Financial liabilities at fair value through profit or loss 9,588,248 2 11,055,294 2
Derivative financial liabilities for hedging - - 5,204 -
Securities sold under repurchase agreements 3,743,155 1 4,391,451 1
Payables 3,964,144 1 5,596,002 1
Current tax liabilities 422,618 - 243,366 -
Deposits and remittances 451,294,909 83 423,242,417 81
Bank debentures 20,312,370 4 25,479,749 5
Other financial liabilities 3,030,963 - 2,874,070 1
Provisions 1,127,306 - 985,437 -
Other liabilities 898,631 - 530,549 -
Total liabilities 507,577,233 93 485,900,409 93
EQUITY ATTRIBUTABLE TO OWNERS OF THE BANK
Share capital 30,332,430 6 28,618,263 6
Capital surplus 459,918 - 462,400 -
Retained earnings
Legal reserve 4,491,173 1 3,382,816 -
Special reserve 208,219 - 304,122 -
Unappropriated earnings 3,601,013 - 3,512,202 1
Total retained earnings 8,300,405 1 7,199,140 1
Other equity
Exchange differences on translating foreign operations 141,123 - 67,264 -
Unrealized loss on available-for-sale financial assets (256,228 ) - (269,559 ) -
Total other equity (115,105 ) - (202,295 ) -
Total equity 38,977,648 7 36,077,508 7
TOTAL \$ 546,554,881 100 \$ 521,977,917 100

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars, Except Per Share Amounts)

Percentage
Increase
2015
Amount
% 2014
Amount
% (Decrease)
%
INTEREST REVENUES \$
11,989,434
107 \$
12,253,408
112 (2 )
INTEREST EXPENSES 6,185,693 55 6,873,872 63 (10 )
NET INTERESTS 5,803,741 52 5,379,536 49 8
NET REVENUES OTHER THAN INTEREST
Net service fee income
Net gains on financial assets and liabilities at fair value
3,103,748 28 2,914,137 27 7
through profit or loss
Net realized gains on available-for-sale financial
1,259,395 11 1,591,928 15 (21 )
assets 113,337 1 99,085 1 14
Net foreign exchange gains 452,308 4 566,581 5 (20 )
Shares of profit from associates 82,786 1 64,618 1 28
Loss on disposal of investment accounted for using
equity method - - (78,587 ) (1 ) 100
Gain on nonperforming receivables acquired 177,988 1 195,326 2 (9 )
Others 234,424 2 144,324 1 62
Total net revenues other than interest 5,423,986 48 5,497,412 51 (1 )
CONSOLIDATED NET REVENUES 11,227,727 100 10,876,948 100 3
PROVISION FOR POSSIBLE LOSSES 32,816 - 70,318 - (53 )
OPERATING EXPENSES
Employee benefits expense 3,815,691 34 3,813,394 35 -
Depreciation and amortization 221,528 2 213,380 2 4
Other general and administrative expenses 2,538,072 23 2,479,436 23 2
Total operating expenses 6,575,291 59 6,506,210 60 1
INCOME BEFORE INCOME TAX 4,619,620 41 4,300,420 40 7
INCOME TAX EXPENSE 705,488 6 602,340 6 17
NET INCOME FOR THE YEAR 3,914,132 35 3,698,080 34 6

(Continued)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars, Except Per Share Amounts)

Percentage
Increase
2015 2014 (Decrease)
Amount % Amount % %
OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently to profit
or loss:
Remeasurement of defined benefit plans
Share of other comprehensive gain (loss) of associates
Income tax relating to items that will not be reclassified
\$
(156,595 )
(1,362 )
(1 )
-
\$
(115,790 )
920
(1 )
-
35
(248 )
subsequently to profit or loss 26,621
(131,336 )
-
(1 )
19,684
(95,186 )
-
(1 )
35
38
Items that may be reclassified subsequently to profit or
loss
Exchange differences on translating foreign operations
Unrealized gain (loss) on available-for-sale financial
73,859 - 51,000 1 45
assets (26,654 ) - 32,922 - (181 )
Share of other comprehensive gain of associates 39,985 - 11,980 - 234
87,190 - 95,902 1 (9 )
Other comprehensive income (loss) for the year (44,146 ) (1 ) 716 - (6,266 )
TOTAL COMPREHENSIVE INCOME FOR THE YEAR \$
3,869,986
34 \$
3,698,796
34 5
NET INCOME ATTRIBUTABLE TO:
Owners of the Bank \$
3,914,132
35 \$
3,698,080
34 6
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO:
Owners of the Bank
\$
3,869,986
34 \$
3,698,796
34 5
EARNINGS PER SHARE
Basic
\$
1.30
\$
1.24
Diluted \$
1.18
\$
1.07

(Concluded)

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars, Except Amounts Per Share)

Equity Attributable to

Share Capital Capital Surplus
BALANCE AT JANUARY 1, 2014 \$
23,621,182
\$
34,923
Issuance of ordinary shares for cash 3,650,000 425,761
Appropriation of the 2013 earnings
Legal reserve
Special reserve
Cash dividends - NT\$0.250 per share
Stock dividends - NT\$0.449 per share
-
-
-
1,224,476
1,224,476
-
-
-
-
-
Net income for the year ended December 31, 2014 - -
Other comprehensive income (loss) for the year ended December 31, 2014 - -
Total comprehensive income for the year ended December 31, 2014 - -
Employees' bonus - stock 122,605 1,716
BALANCE AT DECEMBER 31, 2014 28,618,263 462,400
Appropriation of the 2014 earnings
Legal reserve
Special reserve
Cash dividends - NT\$0.400 per share
Stock dividends - NT\$0.537 per share
-
-
-
1,536,801
1,536,801
-
-
-
-
-
Net income for the year ended December 31, 2015 - -
Other comprehensive income (loss) for the year ended December 31, 2015 - -
Total comprehensive income for the year ended December 31, 2015 - -
Employees' bonus-stock 177,366 (2,482 )
BALANCE AT DECEMBER 31, 2015 \$
30,332,430
\$
459,918

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars, Except Amounts Per Share)

Owners of the Bank

Other Equity
Legal Reserve Retained Earnings
Special Reserve
Unappropriated
Earnings
Exchange
Differences on
Translating
Foreign
Operations
Unrealized Loss
on Available-for-
sale Financial
Assets
Total Equity
\$
2,511,684
\$
179,722
\$ 2,811,095 \$
16,264
\$ (314,461 ) \$
28,860,409
- - - - - 4,075,761
871,132
-
-
-
-
124,400
-
-
(871,132 )
(124,400 )
(681,779 )
(1,224,476 )
-
-
-
-
-
-
-
-
-
-
(681,779 )
-
871,132 124,400 (2,901,787 ) - - (681,779 )
- - 3,698,080 - - 3,698,080
- - (95,186 ) 51,000 44,902 716
- - 3,602,894 51,000 44,902 3,698,796
- - - - - 124,321
3,382,816 304,122 3,512,202 67,264 (269,559 ) 36,077,508
1,108,357
-
-
-
-
(95,903 )
-
-
(1,108,357 )
95,903
(1,144,730 )
(1,536,801 )
-
-
-
-
-
-
-
-
-
-
(1,144,730 )
-
1,108,357 (95,903 ) (3,693,985 ) - - (1,144,730 )
- - 3,914,132 - - 3,914,132
- - (131,336 ) 73,859 13,331 (44,146 )
- - 3,782,796 73,859 13,331 3,869,986
- - - - - 174,884
\$
4,491,173
\$
208,219
\$ 3,601,013 \$
141,123
\$ (256,228 ) \$
38,977,648

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars)

2015 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax \$
4,619,620
\$
4,300,420
Adjustments for:
Depreciation 193,248 180,813
Amortization 28,280 32,567
Provision for possible losses 32,816 70,318
Net valuation loss (gain) on financial assets and liabilities at fair value through
profit or loss (258,207 ) 28,463
Interest expenses 6,185,693 6,873,872
Interest revenues (11,989,434 ) (12,253,408 )
Dividend income (78,008 ) (69,177 )
Shares of profit from associates (82,786 ) (64,618 )
Loss on disposal of investment accounted for using equity method - 78,587
Other adjustments 18,346 (42,414 )
Changes in operating assets and liabilities
Decrease (increase) in due from the Central Bank and other banks 4,572,058 (4,000,746 )
Increase in financial assets at fair value through profit or loss (13,469,635 ) (7,177,230 )
Decrease (increase) in receivables (1,448,820 ) 1,112,414
Increase in discounts and loans (14,819,355 ) (27,335,656 )
Decrease (increase) in available-for-sale financial assets 2,992,170 (8,792,969 )
Decrease (increase) in held-to-maturity financial assets 943,365 (660,120 )
Decrease (increase) in debt investments with no active market (16,101 ) 1,506,018
Increase (decrease) in due to the Central Bank and other banks 1,698,019 (2,285,259 )
Increase (decrease) in financial liabilities at fair value through profit or loss (1,467,046 ) 3,741,584
Decrease in payables (1,322,584 ) (7,775,660 )
Increase in deposits and remittances 28,052,492 24,936,477
Cash generated from (used in) operations 4,384,131 (27,595,724 )
Interest received 12,048,116 12,177,178
Dividends received 78,008 69,177
Interest paid (6,020,561 ) (6,742,592 )
Income tax paid (283,124 ) (623,118 )
Net cash generated from (used in) operating activities 10,206,570 (22,715,079 )

(Continued)

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars)

2015 2014
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets measured at cost \$
-
\$
(74,850 )
Proceeds from disposal of investment accounted for using equity method - 721,070
Proceeds from disposal of buildings and land held for sale - 23,465
Acquisition of property and equipment (249,491 ) (151,491 )
Proceeds from disposal of property and equipment 158 105
Decrease (increase) in other financial assets 1,376,826 (4,461,443 )
Decrease (increase) in other assets (81,872 ) 22,452
Dividends received from associates 55,386 49,656
Net cash generated from (used in) investing activities 1,101,007 (3,871,036 )
CASH FLOWS FROM FINANCING ACTIVITIES
Redemption of euro convertible bonds (3,043,566 ) -
Proceeds from the issuance of bank debentures 3,000,000 1,100,000
Redemption of bank debentures (5,402,100 ) (3,000,000 )
Increase (decrease) in securities sold under repurchase agreements (648,296 ) 3,091,980
Increase in other financial liabilities 156,893 2,113,050
Increase in other liabilities 366,870 113,180
Cash dividends (1,144,730 ) (681,779 )
Proceeds from issuance of ordinary shares - 4,075,761
Net cash generated from (used in) financing activities (6,714,929 ) 6,812,192
EFFECTS OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS (139,032 ) 137,761
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 4,453,616 (19,636,162 )
CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR 81,391,201 101,027,363
CASH AND CASH EQUIVALENTS, END OF THE YEAR \$
85,844,817
\$
81,391,201

(Continued)

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars)

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

December 31
2015 2014
Cash and cash equivalents in consolidated balance sheets \$ 6,104,340 \$ 8,084,621
Due from the Central Bank and other banks that meet the IAS 7 definition of "cash
and cash equivalents"
64,395,622 58,920,870
Securities purchased under resale agreements that meet the IAS 7 definition of
"cash and cash equivalents"
Cash and cash equivalents in consolidated statements of cash flows
\$ 15,344,855
85,844,817
\$ 14,385,710
81,391,201

(Concluded)

BALANCE SHEETS DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars)

2015 2014
ASSETS Amount % Amount %
CASH AND CASH EQUIVALENTS \$
5,991,725
1 \$
8,018,266
2
DUE FROM THE CENTRAL BANK AND OTHER BANKS 79,028,172 14 78,125,478 15
FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS 39,672,053 7 25,430,620 5
DERIVATIVE FINANCIAL ASSETS FOR HEDGING - - 40,439 -
SECURITIES PURCHASED UNDER RESALE AGREEMENTS 15,344,855 3 14,385,710 3
RECEIVABLES, NET 19,622,717 4 18,738,407 4
CURRENT TAX ASSETS 2,707 - 33,890 -
DISCOUNTS AND LOANS, NET 334,063,822 61 319,176,466 61
AVAILABLE-FOR-SALE FINANCIAL ASSETS 27,478,135 5 30,518,170 6
HELD-TO-MATURITY FINANCIAL ASSETS 3,125,209 1 3,991,084 1
INVESTMENT ACCOUNTED FOR USING EQUITY METHOD 3,026,485 1 2,609,533 -
DEBT INVESTMENTS WITH NO ACTIVE MARKET 7,204,513 1 6,971,873 1
OTHER FINANCIAL ASSETS, NET 6,446,077 1 7,752,695 1
PROPERTY AND EQUIPMENT, NET 2,833,396 1 2,781,602 1
INTANGIBLE ASSETS, NET 1,776,051 - 1,801,534 -
DEFERRED TAX ASSETS 630,181 - 860,360 -
OTHER ASSETS, NET 226,885 - 146,649 -
TOTAL \$ 546,472,983 100 \$ 521,382,776 100

BALANCE SHEETS DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars)

2015 2014
LIABILITIES AND EQUITY Amount % Amount %
LIABILITIES
Due to the Central Bank and other banks \$ 13,194,889 2 \$
11,496,870
2
Financial liabilities at fair value through profit or loss 9,588,248 2 11,055,294 2
Derivative financial liabilities for hedging - - 5,204 -
Securities sold under repurchase agreements 3,743,155 1 4,391,451 1
Payables 3,895,944 1 5,537,456 1
Current tax liabilities 338,563 - 225,465 -
Deposits and remittances 452,068,088 83 423,765,479 81
Bank debentures 20,312,370 4 25,479,749 5
Other financial liabilities 2,341,145 - 1,844,152 1
Provisions 1,127,306 - 985,437 -
Other liabilities 885,627 - 518,711 -
Total liabilities 507,495,335 93 485,305,268 93
EQUITY
Share capital 30,332,430 6 28,618,263 6
Capital surplus 459,918 - 462,400 -
Retained earnings
Legal reserve 4,491,173 1 3,382,816 -
Special reserve 208,219 - 304,122 -
Unappropriated earnings 3,601,013 - 3,512,202 1
Total retained earnings 8,300,405 1 7,199,140 1
Other equity
Exchange differences on translating foreign operations 141,123 - 67,264 -
Unrealized loss on available-for-sale financial assets (256,228 ) - (269,559 ) -
Total other equity (115,105 ) - (202,295 ) -
Total equity 38,977,648 7 36,077,508 7
TOTAL \$ 546,472,983 100 \$ 521,382,776 100

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars, Except Per Share Amounts)

Percentage
Increase
2015 2014 (Decrease)
Amount % Amount % %
INTEREST REVENUES \$ 11,984,430 111 \$ 12,251,873 116 (2 )
INTEREST EXPENSES 6,180,139 57 6,876,102 65 (10 )
NET INTERESTS 5,804,291 54 5,375,771 51 8
NET REVENUES OTHER THAN INTEREST
Net service fee income
Net gains on financial assets and liabilities at fair
2,288,433 21 2,445,971 23 (6 )
value through profit or loss
Net realized gains on available-for-sale financial
1,259,076 12 1,592,197 15 (21 )
assets 113,337 1 99,085 1 14
Net foreign exchange gains 448,227 4 566,086 5 (21 )
Shares of profit from subsidiaries and associates 603,406 5 166,763 2 262
Gain on nonperforming receivables acquired 170,709 2 187,343 2 (9 )
Others 155,012 1 137,536 1 13
Total net revenues other than interest 5,038,200 46 5,194,981 49 (3 )
CONSOLIDATED NET REVENUES 10,842,491 100 10,570,752 100 3
PROVISION FOR POSSIBLE LOSSES 30,609 - 70,361 1 (56 )
OPERATING EXPENSES
Employee benefits expense 3,630,103 33 3,634,325 34 -
Depreciation and amortization 218,164 2 210,259 2 4
Other general and administrative expenses 2,450,793 23 2,391,923 23 2
Total operating expenses 6,299,060 58 6,236,507 59 1
INCOME BEFORE INCOME TAX 4,512,822 42 4,263,884 40 6
INCOME TAX EXPENSE 598,690 6 565,804 5 6

(Continued)

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars, Except Per Share Amounts)

Percentage
Increase
2015
Amount
% 2014
Amount
% (Decrease)
%
NET INCOME FOR THE YEAR \$ 3,914,132 36 \$ 3,698,080 35 6
OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit plans (156,595 ) (1 ) (115,790 ) (1 ) 35
Share of other comprehensive gain (loss) of
associates (1,362 ) - 920 - (248 )
Income tax relating to items that will not be
reclassified subsequently to profit or loss
26,621 - 19,684 - 35
(131,336 ) (1 ) (95,186 ) (1 ) 38
Items that may be reclassified subsequently to
profit or loss
Exchange differences on translating foreign
operations 71,391 1 51,000 1 40
Unrealized gain (loss) on available-for-sale
financial assets
Share of other comprehensive gain of associates
(26,654 )
42,453
-
-
34,939
9,963
-
-
(176 )
326
87,190 1 95,902 1 (9 )
Other comprehensive income (loss) for the
year (44,146 ) - 716 - (6,266 )
TOTAL COMPREHENSIVE INCOME FOR THE YEAR \$ 3,869,986 36 \$ 3,698,796 35 5
EARNINGS PER SHARE
Basic \$1.30 \$1.24
Diluted \$1.18 \$1.07

(Concluded)

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars, Except Amounts Per Share)

Share Capital Capital Surplus
BALANCE AT JANUARY 1, 2014 \$
23,621,182
\$
34,923
Issuance of ordinary shares for cash 3,650,000 425,761
Appropriation of the 2013 earnings
Legal reserve
Special reserve
Cash dividends - NT\$0.250 per share
Stock dividends - NT\$0.449 per share
-
-
-
1,224,476
1,224,476
-
-
-
-
-
Net income for the year ended December 31, 2014 - -
Other comprehensive income (loss) for the year ended December 31, 2014 - -
Total comprehensive income for the year ended December 31, 2014 - -
Employees' bonus - stock 122,605 1,716
BALANCE AT DECEMBER 31, 2014 28,618,263 462,400
Appropriation of the 2014 earnings
Legal reserve
Special reserve
Cash dividends - NT\$0.400 per share
Stock dividends - NT\$0.537 per share
-
-
-
1,536,801
1,536,801
-
-
-
-
-
Net income for the year ended December 31, 2015 - -
Other comprehensive income (loss) for the year ended December 31, 2015 - -
Total comprehensive income for the year ended December 31, 2015 - -
Employees' bonus-stock 177,366 (2,482 )
BALANCE AT DECEMBER 31, 2015 \$
30,332,430
\$
459,918

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars, Except Amounts Per Share)

Other Equity
Retained Earnings Unappropriated Exchange
Differences on
Translating
Unrealized
Loss on Available-
for-sale Financial
Legal Reserve Special Reserve Earnings Foreign Operations Assets Total Equity
\$
2,511,684
\$
179,722
\$
2,811,095
\$
16,264
\$
(314,461 )
\$
28,860,409
- - - - - 4,075,761
871,132
-
-
124,400
(871,132 )
(124,400 )
-
-
-
-
-
-
-
-
-
-
(681,779 )
(1,224,476 )
-
-
-
-
(681,779 )
-
871,132 124,400 (2,901,787 ) - - (681,779 )
- - 3,698,080 - - 3,698,080
- - (95,186 ) 51,000 44,902 716
- - 3,602,894 51,000 44,902 3,698,796
- - - - - 124,321
3,382,816 304,122 3,512,202 67,264 (269,559 ) 36,077,508
1,108,357
-
-
(95,903 )
(1,108,357 )
95,903
-
-
-
-
-
-
-
-
-
-
(1,144,730 )
(1,536,801 )
-
-
-
-
(1,144,730 )
-
1,108,357 (95,903 ) (3,693,985 ) - - (1,144,730 )
- - 3,914,132 - - 3,914,132
- - (131,336 ) 73,859 13,331 (44,146 )
- - 3,782,796 73,859 13,331 3,869,986
- - - - - 174,884
\$
4,491,173
\$
208,219
\$
3,601,013
\$
141,123
\$
(256,228 )
\$
38,977,648

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars)

2015 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax \$
4,512,822
\$
4,263,884
Adjustments for:
Depreciation 191,819 179,375
Amortization 26,345 30,884
Provision for possible losses 30,609 70,361
Net valuation loss (gain) on financial assets and liabilities at fair value through
profit or loss (258,207 ) 27,808
Interest expenses 6,180,139 6,876,102
Interest revenues (11,984,430 ) (12,251,873 )
Dividend income (78,008 ) (69,177 )
Shares of profit from associates (603,406 ) (166,763 )
Other adjustments 18,620 (42,414 )
Changes in operating assets and liabilities
Decrease (increase) in due from the Central Bank and other banks 4,572,058 (4,000,746 )
Increase in financial assets at fair value through profit or loss (13,983,226 ) (6,662,984 )
Decrease (increase) in receivables (1,142,464 ) 1,832,444
Increase in discounts and loans (14,819,355 ) (27,335,656 )
Decrease (increase) in available-for-sale financial assets 2,992,170 (8,792,969 )
Decrease (increase) in held-to-maturity financial assets 943,365 (660,120 )
Decrease (increase) in debt investments with no active market (16,101 ) 1,506,018
Increase (decrease) in due to the Central Bank and other banks 1,698,019 (2,285,259 )
Increase (decrease) in financial liabilities at fair value through profit or loss (1,467,046 ) 3,741,584
Decrease in payables (1,309,515 ) (7,774,248 )
Increase in deposits and remittances 28,302,609 25,100,006
Cash generated from (used in) operations 3,806,817 (26,413,743 )
Interest received 12,043,764 12,175,592
Dividends received 78,008 69,177
Interest paid (6,037,730 ) (6,745,214 )
Income tax paid (247,281 ) (598,598 )
Net cash generated from (used in) operating activities 9,643,578 (21,512,786 )
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets measured at cost - (74,850 )
Acquisition of property and equipment (245,049 ) (150,660 )
Proceeds from disposal of property and equipment 158 105
(Continued)

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars)

2015 2014
Decrease (increase) in other financial assets
Decrease (increase) in other assets
Dividends received from subsidiaries and associates
\$
1,378,456
(81,098 )
227,545
\$
(4,461,230 )
24,684
229,970
Net cash generated from (used in) investing activities 1,280,012 (4,431,981 )
CASH FLOWS FROM FINANCING ACTIVITIES
Redemption of euro convertible bonds
Proceeds from the issuance of bank debentures
Redemption of bank debentures
Increase (decrease) in securities sold under repurchase agreements
Increase in other financial liabilities
Increase in other liabilities
Cash dividends
Proceeds from issuance of ordinary shares
Net cash generated from (used in) financing activities
(3,043,566 )
3,000,000
(5,402,100 )
(648,296 )
496,993
366,916
(1,144,730 )
-
(6,374,783 )
-
1,100,000
(3,000,000 )
3,091,980
1,448,098
118,003
(681,779 )
4,075,761
6,152,063
EFFECTS OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS (141,451 ) 137,761
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 4,407,356 (19,654,943 )
CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR 81,324,846 100,979,789
CASH AND CASH EQUIVALENTS, END OF THE YEAR \$
85,732,202
\$
81,324,846

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

December 31
2015 2014
Cash and cash equivalents in balance sheets \$ 5,991,725 \$ 8,018,266
Due from the Central Bank and other banks that meet the IAS 7 definition of "cash
and cash equivalents" 64,395,622 58,920,870
Securities purchased under resale agreements that meet the IAS 7 definition of
"cash and cash equivalents" 15,344,855 14,385,710
Cash and cash equivalents in statements of cash flows \$ 85,732,202 \$ 81,324,846

(Concluded)

Attachment IV

Audit Committee's Review Report on 2015 Business Report and Financial Statements

To : 2016 Annual Shareholders' Meeting of Far Eastern International Bank

May 5, 2016

The Board of Directors has submitted business report, audited financial statements (by S.Z. Wu, CPA, and C.S. Yang, CPA, of Deloitte & Touche) and earnings distribution proposal of the Bank for the year ended 2015 for the Committee's review.

After reviewing, the Committee has found the above mentioned reports acceptable, and hence issued the review report herewith in accordance with Article 219 of the Company Law. ,

___________________________

Bing Shen

Audit Committee Convener Far Eastern International Bank

Attachment V

2015 Summary of Employees' Compensation and Directors' Remuneration

    1. In compliance with Article 25 of the Bank's Articles of Incorporation, if there is net income before income tax, employees' compensation and directors' remuneration (EBTCR), the Bank should allocate 3.5% - 4.5% of EBTCR as employees' compensation and no greater than 1.5% of EBTCR as directors' remuneration. Should the Bank still have accumulated losses, the Bank should retain earnings to cover the losses in advance.
    1. The net income before income tax, employees' compensation and directors' remuneration in 2015 is NT\$ 4,740,958,003. In accordance with the Board of Directors resolution on March 24, 2015, the Bank allocates NT\$171,101,611 (about 3.6% of EBTCR) as employees' compensation in the form of common stocks, and NT\$57,033,870 (about 1.2% of EBTCR) as directors' remuneration in the form of cash. The employees' compensation and directors' remuneration are in no difference to the estimated amount in financial statements in 2015.
    1. The number of new shares issued to capitalize NT\$171,101,611 employees' compensation above is 17,459,348 shares in total, based on the closing price of NT\$9.8 per share prior to the board resolution date, or cash will be paid for any odd shares. The right and obligations of new shares are the same as those of existing shares. The effective capitalization date of employees' compensation will be determined separately by resolution of Board of Directors after 2016 annual shareholders' meeting.
    1. The conditions of distributing employees' compensation and directors' remuneration: Employees' compensation will be distributed according to each individual employee's working period of the year, performance, management responsibility, comparable pay level in the market and potentials of long-term development. Only those validly employed by the Bank on the capitalization effective date will be eligible for distribution.

The directors' remuneration is distributed according to "the Remuneration Distribution Guidelines of Directors", where each individual director's appointed years in the term, participation and contribution to the Bank's operation, and given amount of fixed compensation are key factors for consideration.

Attachment VI

The "Code of Ethical Conduct" and the "Ethical Corporate Management Best Practice Principles" of Far Eastern International Bank

1. Code of Ethical Conduct

Last Updated: 2015/11/06

Article 1 Purpose and basis

In order to guide the Company's directors, managers, and employees to behave in accordance with ethical standards and improve stakeholders' understanding of the Company's ethical standards, the Company has stipulated the Codes of Ethical Conduct (the "Code") for them to comply.

Article 2 Applicable parties

The applicable parties of the Code are the Company's directors, managers, and employees. (the "Applicable parties")

Article 3 Principle of ethically conducting business

When conducting business, the Applicable parties shall comply with ethical standards and insist on honesty, trust, and job duties.

Article 4 Prevention of conflicts of interest

The Applicable parties shall conduct business in an objective and efficient way and are not allowed to obtain any illegitimate benefit for themselves, their spouses, parents, children or relatives within the second degree of kinship through their position in the Company.

When the Company has lending or borrowing agreements with, or gives guarantee for, or has material asset transactions with an affiliated enterprise of any person mentioned in the preceding paragraph, the relevant Applicable parties shall voluntarily elaborate any potential conflicts of interest between the Company and himself / herself, and shall be handled in accordance with the Company's codes relevant to these cases to prevent conflicts of interest.

Employees whose job is handling lending business should get the permission of avoiding to deal with lending cases of themselves, their spouses, or relatives within the third degree of kinship.

If employee's spouses or relatives within the third degree of kinship are employees of the Company, these persons shall comply with the principle of preventing conflicts of interest.

Article 5 Prohibition against coveting private profit The Applicable parties are prohibited from:

    1. Obtaining personal benefit through using the Company's properties, information or through their positions in the Company;
    1. Competing with the Company.

When the Company has an opportunity for profit, it is the responsibility of the Applicable parties to maximize the reasonable and proper benefits that can be obtained by the Company.

Article 6 Responsibility of confidentiality

The Applicable parties are obligated to maintain the confidentiality of any information regarding the Company itself or customers, except when authorized or required by law to disclose such information. Confidential information includes any undisclosed information that, if exploited by a competitor or disclosed, could result in damage to the Company or customers.

Article 7 Fair trade

The Applicable parties shall treat all customers, competitors, and employees fairly, and may not obtain improper benefits through manipulation, nondisclosure, or misuse of the information learned by virtue of their positions, or through misrepresentation of important matters, or through other unfair trading practices.

Article 8 Protection and proper use of the Company's assets

The Applicable parties shall protect the Company's assets, reduce expenses, and ensure that assets are legally and effectively used for the business purpose of the Company to avoid theft, negligence or wasting.

Article 9 Legal compliance

The Applicable parties shall comply with the Banking Act, Securities and Exchange Act, and other applicable laws and regulations. The Company shall strengthen promotion of ethics internally.

Article 10 Encouraging reporting on any illegal behavior or violation of the Code

When the Applicable parties suspect or find any fact of violation of laws and regulations or the Code, they shall actively report such fact to the Audit Committee, managers, chief auditor, head office chief compliance officer, or other appropriate personnel and provide the Company with sufficient information for proper follow-up by the Company.

All of reports shall be kept confidential and investigated by independent channels by the Company to protect informants.

Article 11 Punishment

If any of the Applicable parties violate the Code, the Company will handle the case in accordance with relevant punishment regulations; the Company may claim compensation for any loss or damage resulting from such violation pursuant to the

Civil Code. When a director or managerial officer violates the Code, the Company shall promptly disclose on the Market Observation Post System (the "MOPS") the date of the violation, reasons for the violation, the provisions of the Code violated, and the actions taken by the Company.

Before making a resolution of punishment, the suspected violator is able to make a defense or complaint in accordance with related regulations.

Article 12 Procedures for exemption

If the Applicable parties require any exemption from compliance with the Code, it shall be resolved with approval by the board of directors, and the information on the date of exemption approved by the board of directors, objections or reservations opinions of independent directors, and the period of, reasons for, and basis of exemption shall be disclosed immediately on the MOPS, in order that the shareholders may evaluate the appropriateness of the board resolution to forestall any arbitrary or dubious exemption from the Code, and to safeguard the interests of the Company by ensuring appropriate mechanisms for controlling any circumstance under which such an exemption occurs.

Article 13 Way of disclosure

The Company shall disclose the Code on its web site, annual report, prospectuses and the MOPS. The same requirement applies for revision.

Article 14 Implementation

The Code shall enter into force after being approved by the board of directors, and the same shall also be reported at the shareholders' meeting. The same procedure shall be followed when the Code has been amended.

2. Ethical Corporate Management Best Practice Principles

Last Updated: 2015/11/06

Article 1 The purpose of the Best Practice Principles of Professional Corporate Management (hereinafter referred to as the "Principles") is to cultivate an enterprise culture for Far Eastern International Bank (hereinafter referred to as the "Bank") to sustain the development of the Bank and ensure all businesses conducted with sincerity and integrity.

The Principles shall be abided by directors, management, employees, mandataries, and other entities with actual ability to control the Bank (hereinafter referred to as the "Actual Controllers"). The aforementioned individuals and entities hereinafter are referred collectively to as the "Bank Professionals".

The Principles shall be applied to subsidiaries, charity foundations which have accumulatively received, directly or indirectly from the Bank, 50% of their total funds or more, and institutions, juridical entities, enterprises, and organizations that the Bank may control effectively.

Article 2 Bank Professionals are prohibited from, directly or indirectly, offering, promising to offer, requesting, or receiving improper benefits of any sort when conducting business with counterparties. Obtaining or sustaining benefits by conducting business without sincerity and integrity, in any illegal way, or in breach of fiduciary duty (hereinafter referred to as "Misconducts") is also prohibited.

The counterparties mentioned in the preceding paragraph includes public servants, political campaign candidates, political parties and members and employees of political parties, and all other state-owned or private-owned enterprises or organizations and their directors, supervisors, management, employees, Actual Controllers, and other interested persons/entities.

  • Article 3 "Benefits" mentioned in the Principles are referred to as anything worth of a value, including but not limited to monetary payments, endowments, commissions, job positions, services, preferential treatments, kickbacks and so forth in any name or any mean. Those are perceived as normal social activity, occurs occasionally, and have no impact or have no concern to impact specific legal rights and obligations may be excluded.
  • Article 4 The first premise of conducting business with sincerity and integrity is that the Bank shall comply with the Company Act, Securities and Exchange Act, Business Accounting Act, Political Donation Act, Anti-corruption Statue, Government Procurement Law, Act on Recusal of Public Servants Due to Conflicts of Interest, regulations governing security listings and all other business activities.
  • Article 5 With the managerial philosophy of anti-corruption, transparency, and responsibility, the Bank shall stipulate the policies based on sincerity and integrity. The Bank shall also build a reliable mechanism for corporate governance, risk control, and risk

management, in hopes of creating a business environment for sustainable development.

  • Article 6 The policy of ethical corporate management with sincerity and integrity shall be disclosed explicitly in the website and annual reports of the Bank. Board of Directors and the management shall have strong and rigorous commitment to the execution of such policy, and enforce the policy to the internal management and external commercial activities.
  • Article 7 Bank Professionals shall comply with applicable laws and regulations, the Bank's internal operational procedures, and contractual provisions concerning intellectual property, and may not use, disclose, dispose, or damage intellectual property or otherwise infringe intellectual property rights, such as management secrets, trademarks, patents, or publications, without the prior consent of the intellectual property rights holder.
  • Article 8 With the managerial principle of sincerity and integrity, the Bank shall engage in commercial activities in a fair and transparent manner.

Prior to engaging in a commercial transaction, the Bank shall take into consideration the legitimacy and legality of the counterparty such as agents, suppliers, vendors, customers, and other entities, and their Misconduct record, if any. The Bank shall avoid engaging in business with counterparty with any record of Misconducts.

When entering into material contracts with counterparties, the Bank shall include provisions in such contracts demanding the compliance of ethical corporate management policy. And such contracts shall also include clauses to terminate or cancel the contracts at any time by the Bank, if Misconducts are performed, or suspected of being performed, by the counterparties.

  • Article 9 When conducting business, Bank Professionals shall not directly or indirectly offer, promise to offer, request or accept any improper Benefits, including bribery, kickbacks, commissions, grease payments, or offer or accept improper Benefits in any way and any name to or from clients, agents, contractors, suppliers, public servants, or other interested parties, unless the laws of the territories where the companies operate permit so.
  • Article 10 When directly or indirectly providing a donation to political parties or organizations or individuals participating in political activities, Bank Professionals shall comply with the Political Donations Act and internal relevant procedures of the Bank, and shall not make such donations in exchange for commercial gains or business advantages.
  • Article 11 When making or offering charity donations and sponsorship, Bank Professionals shall comply with relevant laws, regulations, and internal procedures of the Bank, and shall not surreptitiously engage in bribery.
  • Article 12 Bank Professionals shall not directly or indirectly offer or accept any unreasonable presents, hospitality or other improper benefits to establish business relationship or influence commercial transactions.

Article 13 Bank Professionals shall comply with the Securities and Exchange Act, may not use undisclosed information to engage insider trading or disclose the information to others to engage insider trading.

Any institution or personnel take part in the Bank's merger, segmentation, share purchasing or transferring, important memorandum, strategic alliance, cooperation plan or important contract, shall sign a confidentiality agreement with the Bank, promise not to disclose the Bank's business secrets or other important information, and may not use the information without the prior consent of the Bank.

Article 14 Bank Professionals shall exercise the due care of good administrators to urge the Bank to prevent Misconducts, review the results of the preventive procedures at any time, and continually make adjustments so as to ensure thorough implementation of the ethical corporate management policies.

To fulfill the best practices of the ethical corporate management, Auditing Department of the Bank is dedicated to include the results of compliance with the ethical corporate management as an audit item, and shall report to the Board of Directors if there is any material violation.

  • Article 15 Bank Professionals shall comply with laws, regulations, and internal policies of the Bank when conducting business.
  • Article 16 The Bank shall stipulate policies for preventing conflicts of interests and offer appropriate means for directors and management to proactively explain if their interests would potentially conflict with those of the Bank.

Directors of the Bank shall exercise a high degree of self-discipline. If any director or a juristic person represented by a director is an interested party with respect to any agenda item, the director shall state the important aspects of the interested party relationship at the respective meeting. When the relationship is likely to prejudice the interests of the Bank, the director may not participate in discussion or voting on that agenda item, and further, shall enter recusal during discussion and voting on that item and may not act as another director's proxy to exercise voting rights on that matter. The directors shall practice self-discipline and must not support one another in improper manner.

Company Professionals shall not take advantage of their positions in the Bank to obtain improper Benefits for themselves, their spouses, parents, children or any other person.

Article 17 For business activities which may be more likely than normal to be involved in Misconducts, the Bank shall establish an effective accounting system and an internal control system, not have off-the-book accounts or keep secret accounts, and shall review the systems regularly so as to ensure that the design and enforcement of the systems are showing results.

Auditing Department of the Bank shall include the results of compliance with the foregoing as an audit item and prepare the results of implementation of improvement of any deficiency submitted to the Board of Directors.

Article 18 The Bank shall periodically organize training programs for Bank Professionals, so that business departments shall be able to make the commitment, policy, and consequences of violating the Principles be informed and fully understood by their transaction counterparties.

The management of the Bank shall at all times evaluate the educational proficiencies, behaviors, capabilities, compliance with the Principles, and working performance of subordinates, and the evaluation records shall be incorporated into the annual performance appraisal system.

Article 19 For any violation of the Principles being found, Bank Professionals shall proactively report to the Audit Committee, the management, head of internal audit, and other appropriate authorized officers. The Bank shall strictly preserve the identity of the whistle-blower and the content of the report.

The Bank tolerates no violation. Any of Bank Professionals obtains, or intends to obtain, improper Benefits for oneself or others at the cost of the Bank by using one's position and authority shall be dismissed, and unconditionally indemnify the Bank for all losses, if occurred.

Any of Bank Professionals found to be in violation of the Principles shall be disciplined in accordance with the reward and disciplinary rules of the Bank. The Bank shall establish a relevant appeal system, and any Bank Professionals may appeal in accordance with the relevant policy.

  • Article 20 The results of implementation of the Principles shall be disclosed on the website, annual reports, and prospectuses of the Bank.
  • Article 21 The Bank shall at all times monitor the development of relevant local and international regulations concerning ethical corporate management, and Bank Professionals to make recommendations so as to review and improve the Principles and achieve better results from implementing the Principles.
  • Article 22 After receiving the approval from the Board of Directors, the Principles will be implemented, and the contents will be reported to the Annual General Shareholders' Meeting. The amendments of the Guidelines follow the same procedure.

Attachment VII

Subordinated Financial Debentures issued in 2015

  • (i) Details are reported pertaining to Article 246 of the Company Law.
  • (ii) The issuing of the Bank's 2015 subordinated financial debenture is as follows:
Term 2015 1st Subordinated Financial Debenture
Board
resolution date
On May 5, 2015, the 17th meeting of the 8th term Board of Directors
approved the proposal of subordinated financial debenture issuing
Issuing date Sep.30, 2015,
for 7- year tenor, matured on Sep.30, 2022
Issuing amount NT\$3 Billion
Interest, per
annum
1.95% p.a.
Reasons for
offering
1. To enhance capital adequacy ratio, strengthen capital structure,
and finance business growth.
2. To secure mid-term to long-term working capital, improve assets
and liabilities structure, and reduce operational risk.
Repayment Bullet at maturity
Security Clean
Ap
pr
ov
al
au
th
or
ity
Entity Financial Supervisory Commission
Date Jun.5, 2015
Doc. No. Gin-Guan-Yin -Guo-Zi No. 10400126510 Order

(iii) The notion was approved in the 5th meeting of the 9th term Board of Directors on March 24, 2016 for reporting the actual issuing status as above in 2016 annual shareholders' meeting.

Attachment VIII

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

Not applicable.

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 financial 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 sub-organizations 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 financial 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;
  • (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 financial 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:

    1. 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.
    1. The dividends of Series A Preferred Stock shall be marked up based on the fixed 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.

    1. Should there be no surplus after the closing of the annual accounts, or should the surplus be insufficient 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.
    1. 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.
    1. 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.
    1. 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.
    1. 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.
    1. 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.
    1. 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.
    1. The Series A Preferred Stock shall be perpetual without maturity date. Commencing from the second day of the fifth 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 fifth 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.

The share certificate 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 certificate but shall be registered with a securities central depository institution; and at the time of issuing new shares, the Bank may print a share certificate witnessing the total shares so issued but shall arrange to safe-keep such share certificate at a securities central depository institution.

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

The Bank may issue special shares certificates.

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 certificate shall be suspended within sixty (60) days prior to a regular shareholders' meeting, or thirty (30) days prior to a special shareholders' meeting, or five (5) days prior to the date set for distributing dividends, bonuses, or other benefits.

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

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;

(3) To review the books prepared by the board of directors and the Audit Committee' reports;

(4) To review proposals governing the increase or decrease of the share capital of the Bank;

(5) To distribute profit or make up the deficit;

(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 and Managers

Article 15

The Bank shall have nine (9) to fifteen (15) Directors, all to be elected among the shareholders with capacity at a shareholders' meeting. The directors shall include not less than three Independent Directors, and not less than one-fifth of the director seats shall be held by the Independent Directors. A candidate nomination system shall be adopted for the election of Directors. The shareholders shall elect the Directors from the list of candidates of Directors. 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 shall be prescribed in accordance with the 'Regulation Governing the Shareholding Percentage of Directors and Supervisors and its Verification of Publicly Traded Companies'.

Article 16

The tenure in office of the Directors shall be three (3) years. All Directors are eligible for reelection.

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-fifth 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.

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 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; 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 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.

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 offices 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 profits 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;
  • (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 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 22

The Bank's management includes President, Executive Vice Presidents, Heads of Business Unit, Deputy Executive Vice Presidents, Department Heads (Managers and Officers), 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 abovementioned personnel shall be approved by a majority vote of the Directors present at a Meeting of Board of Directors.

Chapter VI. Accounting

Article 23

The fiscal year of the Bank shall be from January 1st to December 31st, and based on the 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 fiscal year, an annual settlement of accounts shall be conducted.

For the purpose of settling the accounts of the Bank, the Board of Directors shall prepare various documents and statements and present them to the Audit Committee for examination thirty (30) days prior the regular meeting of shareholders.

After it is submitted to and audited by the Audit Committee, it should be submitted to the regular shareholders meeting for acknowledgment.

The documents enumerated in the preceding paragraph shall be declared to the competent authorities in accordance with the Company Act, Securities and Exchange Act, Banking Act and other laws and ordinances concerned and shall be duly promulgated as required.

Article 25

In case of net profits after settlement of accounts for each fiscal year, the Bank shall first 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 profits of the last year shall first 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: 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 fifteen percent (15%) of the total paid-in capital.

Allocation of profits 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.

Chapter VII. Supplemental Provisions

Article 26

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

Article 27

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 financial laws and regulations.

meeting.

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 first 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. ※ 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-first 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 Twenty-fifth 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'

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 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 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 first 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 confirmed.

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 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 officer 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 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.