FEIB - AGM Information 2016 | FinancialReports.eu

Far Eastern International Bank (FEIB) 2016 Annual General Shareholders’ Meeting Minutes

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

Shareholders at present:

Total outstanding shares of FEIB: 3,033,242,962 shares

Total shares represented by shareholders present: 1,890,612,630 shares

Percentage of shares held by shareholders present: 62.33%

Directors at present: Ms. Ching-Ing Hou, Representative of Yue Ding Industry Co., Ltd.

Mr. Douglas Tong Hsu

Mr. Shaw Y. Wang, Representative of Far Eastern New Century Corp.
Mr. Humphrey Cheng, Representative of Far Eastern New Century Corp.
Mr. Shi-Chun Hsu, Representative of Asia Cement Corp.
Mr. Min-The Yu, Representative of U-Ming Marine Transport Corp.
Mr. Ben C.B. Chang, Independence Director

Mr. Bing Shen, Independence Director

Chairman: Ching Ing Hou

Recorder: Chia Yu Lin

A. 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.
Resolutions ： The number of shares represented by the shareholders present at the time of voting (including e-voting) was 1,894,316,063 shares, where 1,819,261,062 votes (including e-voting) were cast FOR for the proposal, or 96.04% of the total votes, 5,285,769 votes were cast AGAINST; and 69,769,232 votes were ABSTAINED. The proposal hereby is approved.

B. Items for Reporting (Non-Voting Items)

1. 2015 Business Report

The 2015 business report is attached in the meeting handbook from page 21 to 26.

2. 2015 Financial Statements

The 2015 financial statements and independent auditors’ report by Deloitte & Touche are attached as Attachment II. (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 III.

4. 2015 Summary of Employees’ Compensation and Directors’ Remuneration

The summary of employees’ compensation and directors’ remuneration in 2015 is attached on page 47 of the meeting handbook.

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 in the meeting handbook from page 48 to 54.

6. Subordinated Financial Debentures issued in 2015

The summary of subordinated financial debentures issued in 2015 is attached on page 55 of the meeting handbook.

C. 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 in the meeting handbook from page 21 to 26 and attached II and III.

iii. Please vote FOR.

Resolutions ： The number of shares represented by the shareholders present at the time of voting (including e-voting) was 1,894,316,063 shares, where 1,815,461,898 votes (including e-voting) were cast FOR for the proposal, or 95.84% of the total votes, 5,246,384 votes were cast AGAINST; and 73,607,781 votes were ABSTAINED. The proposal hereby is approved.

2. 2015 Earnings Distribution Proposal

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

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

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

Cash dividend Stock dividend Total	Per share 0.400 0.200 0.600	Total amount
		1,213,297,185 606,648,590
		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 (ex-right) date.
iv. Please vote FOR.
Resolutions ： The number of shares represented by the shareholders present at the time of voting (including e-voting) was 1,894,316,063 shares, where 1,819,225,482 votes (including e-voting) were cast FOR for the proposal, or 96.04% of the total votes, 5,360,307 votes were cast AGAINST; and 69,730,274 votes were ABSTAINED. The proposal hereby is approved.

D. 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.
Resolutions ： The number of shares represented by the shareholders present at the time of voting (including e-voting) was 1,894,316,063 shares, where 1,819,281,086 votes (including e-voting) were cast FOR for the proposal, or 96.04% of the total votes, 5,334,349 votes were cast AGAINST; and 69,700,628 votes were ABSTAINED. The proposal hereby is approved.

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 the proposal of issuing 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.
2. 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.
3. 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.
4. 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.
2. 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.
3. 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.
2. 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.

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, market conditions, or upon instructions from government authorities.
v. Please vote FOR.
Resolutions ： The number of shares represented by the shareholders present at the time of voting (including e-voting) was 1,894,316,063 shares, where 1,802,849,973 votes (including e-voting) were cast FOR for the proposal, or 95.17% of the total votes, 21,745,862 votes were cast AGAINST; and 69,720,228 votes were ABSTAINED. The proposal hereby is approved.

Summary of shareholder’s remark on site:

NO.0107720 ： The management team’s contribution to the Bank was highly recognized and appreciated. Hence, a bouquet of flowers was presented to chairman Ho as a token of “Thank you”.

E. Questions and Motions (Voting Items): None

F. Meeting adjourned

Attachment I

Amendment of Articles of Incorporation of Far Eastern International Bank

Section	Proposed changes	Proposed changes	Current Articles	Reasons
Article 3	The business of the Bank shall be		The business of the Bank shall be	To add new business items of
	categorized as H101021 Commercial		categorized as H101021 Commercial	personal insurance agency
	Banking Industry,	H601011 Personal	Banking Industry.	and property and liability
	Insurance Agency and H601021			insurance agency in the
	Property and Liability Insurance			Bank’s Articles of
	Agency.			Incorporation.
Article 3-1	The scope of business of the Bank		The scope of business of the Bank
	shall be as follows:		shall be as follows:
	(1) To accept check deposits;		(1) To accept check deposits;
	(2) To accept demand deposits;		(2) To accept demand deposits;
	(3) To accept time deposits;		(3) To accept time deposits;
	(4) To provide short or long term		(4) To provide short or long term
	loans;		loans;
	(5) To accept discounted notes;		(5) To accept discounted notes;
	(6) To invest in government bonds,		(6) To invest in government bonds,
	short term bills, corporate bonds		short term bills, corporate bonds
	and financial bonds;		and financial bonds;
	(7) To engage in domestic and foreign		(7) To engage in domestic and foreign
	remittance;		remittance;
	(8) To accept commercial bill of		(8) To accept commercial bill of
	exchange;		exchange;
	(9) To issue local and foreign letters		(9) To issue local and foreign letters
	of credit;		of credit;
	(10) To engage in local and foreign		(10) To engage in local and foreign
	guarantee service;		guarantee service;
	(11) To act as a collecting and paying		(11) To act as a collecting and paying
	agent;		agent;
	(12) To act as agent for selling		(12) To act as agent for selling
	government bonds, treasury bills,		government bonds, treasury bills,
	corporate bonds and company		corporate bonds and company
	stocks;		stocks;
	(13) To engage in credit card business;		(13) To engage in credit card business;
	(14) To engage in custodial and		(14) To engage in custodial and
	warehousing business;		warehousing business;
	(15) To engage in safe boxes leasing		(15) To engage in safe boxes leasing
	business;		business;
	(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)Toprovide foreign exchange		(18) To provide foreign exchange

Section	Proposed changes	Proposed changes	Proposed changes	Current Articles	Current Articles	Current Articles	Current Articles	Current Articles	Current Articles	Current Articles	Reasons
	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			(22) To underwrite the issuance of
	corporate bonds;			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
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 incomeafter	1.	Should there be					surplusafter 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 andmake			The mark-up rate increase.
		previous years. There should be			up the loss of the previous yearsin
		retained a legal reserve of thirty			compliance with the law.Should
		per cent(30%), then special			there be		further surplus,legal
		reserve shall be retainedor			reserve and special reserve shall
		reversedin compliance with the			be retained in compliance with the
		law. After that, the remaining			lawand the relevant provisions of
		surplus together with the			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 yearson
					the Series A Preferred Stock.
	2.	The Series A Preferred Stockare		2.	The dividends of Series A
		non-cumulative preferred shares,			Preferred Stock shall be marked

	Proposed changes	Proposed changes	Proposed changes		Current Articles	Current Articles	Current Articles
	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 becalculated based on the				The mark-up shall be limited up to
	actual selling price		, and be		4%per annum and calculated based
	distributed annually by cash.After the				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
					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
	deemed as an event of default.
4.	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

	Proposed changes	Current Articles
	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.
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	dividends as provided in
	Sub-paragraph 2 of this	Sub-paragraph 2 of this
	Paragraph, the holders of the	Paragraph, the holders of the
	Series A Preferred Stock shall	Series A Preferred Stock shall
	have no right to the distribution of	have no right to the distribution of
	the cash or capital set aside from	the cash or capital set aside from
	the surplus and capital surplus,	the surplus and capital surplus,
	available to the holders of the	available to the holders of the
	Common Stock.	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	by the Bank due to capital
	increase, the holders of the Series	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
	before the standard date of	before the standard date of
	distribution of dividends,the	distribution of dividends,the

Section		Proposed changes	Proposed changes	Proposed changes		Current Articles	Current Articles	Current Articles	Current Articles	Reasons
		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,				additional one percent per annum
		at any time, redeem, at the actual				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 termsof 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 profitsafter 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
	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:

Section	Proposed changes	Proposed changes	Proposed changes	Proposed changes	Current Articles	Current Articles	Reasons
	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
					principle, be no less than 10% of the
					total stock interest and stock dividends
					to be distributed thatyear.
Article 25-1	In case of net	incomeafter settlement					According to Article 235 of the
	of accounts for each fiscal year, the						Company Act. The text and
	Bank shall recover all the losses						article amended accordingly.
	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

Section

Current Articles

Proposed changes

Reasons

Section	Proposed changes	Proposed changes	Current Articles	Reasons
	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 thatyear.
Article 28	These Articles of Incorporation were		These Articles of Incorporation were	The 26thamendment is added
	established on May 14, 1990 and shall		established on May 14, 1990 and shall	in Paragraph a.
	be effective as of the date on which		be effective as of the date on which
	they are approved by the competent		they are approved by the competent
	authority.		authority.
	˙		˙
	Omitted		Omitted
	˙		˙

	※	The Twenty-second amendment	※The Twenty-second amendment
		was made on June 26, 2012 by the	was made on June 26, 2012 by the
		Shareholders’Meeting.	Shareholders’Meeting.

	※	The Twenty-third amendment was	※The Twenty-third amendment was
		made on June 19, 2013 by the	made on June 19, 2013 by the
		Shareholders’Meeting.	Shareholders’Meeting.

	※	The Twenty-fourth amendment was	※The Twenty-fourth amendment was
		made on June 24, 2014 by the	made on June 24, 2014 by the
		Shareholders’Meeting.	Shareholders’Meeting.

	※	The Twenty- fifth amendment was	※The Twenty- fifth amendment was
		made on June 16, 2015 by the	made on June 16, 2015 by the
		Shareholders’Meeting.	Shareholders’Meeting.

	※	The Twenty-sixth amendment was
		made on June 15, 2016 by the
		Shareholders’Meeting.

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