FEIB — AGM Information 2020

Jun 23, 2020

Far Eastern International Bank (FEIB) 2020 Annual General Shareholders’ Meeting Minutes

Date ： Thursday, 11 June 2020

Time ： 9:00 a.m. Taipei time

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

Shareholders present for commencing meeting:

Total outstanding shares of FEIB ： 3,355,819,407 shares

Total shares represented by shareholders present ： 2,305,501,982 shares

Percentage of shares held by shareholders present ： 68.70%

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. James Wu, Representative of Far Eastern New Century Corp.

• Mr. Tsung-Ming Cheng, Representative of Asia Cement Corp.

• Mr. Min-Teh Yu, Representative of U-Ming Marine Transport Corp.

• Ms. Hsiao Hui Wang, Independence Director

• Ms. Susan S. Chang, Independence Director

Mr. Bing Shen, Independence Director (Chairman of Audit Committee, online video) Total attended directors exceeded 50% of 11 seats in the board.

Chairman: Ching Ing Hou

Recorder: Chia Yu Lin

A. Report Items (Non-Voting Items)

1. 2019 Business Report

The 2019 business report is detailed in the meeting handbook from page 17 to 22.

2. 2019 Financial Statements

The 2019 financial statements and the independent auditors’ report by Deloitte & Touche are detailed in Attachment I. (The 2019 financial statements are available for access at http://mops.twse.com.tw)

3. Audit Committee’s Review Report for 2019 Business Report and Financial Statements

The Audit Committee’s review report is detailed in Attachment II.

4. Summary of 2019 Employees’ Compensation and Directors’ Remuneration

The 2019 summary of employees’ compensation and directors’ remuneration is on page 4 of the meeting handbook.

5. Summary of Financial Debentures Issuing in 2019

The summary of the issuance of FEIB financial debentures are detailed on page 5 of the meeting handbook.

6. Amendment of Ethical Corporate Management Best Practice Principles of Far Eastern

International Bank

The Amendment of Ethical Corporate Management Best Practice Principles of Far Eastern International Bank is detailed in the meeting handbook from page 44 to 48.

7. Article 25 of the Banking Act

The Article 25 of the Banking Act is detailed in the meeting handbook from page 8 to 9.

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B. Approval Items (Voting Items)

1. 2019 Business Report and Financial Statements

The Board of Directors recommends shareholders vote FOR 2019 business report and financial statements.

Explanatory Notes:

• i. The Audit Committee has reviewed the business report and the audited financial statements (certified by Chun-Hung Chen CPA, and Yin-Chou Chen, CPA, of Deloitte & Touche) of the Bank for the year ended Dec. 31, 2019 and found the reports acceptable.

• ii. The 2019 business report, the independent auditors’ report & 2019 financial statements, and Audit Committee’s review report are detailed in the meeting handbook Attachment I, II, and III.

• iii. Please vote FOR.

• Resolutions ： The total number of eligible votes represented by the shareholders present at the time of voting (including e-voting) was 2,306,974,430 (1 share for 1 vote), where 2,171,949,860 votes (including e-voting) were FOR the proposal, or 94.15% of the total votes; 1,629,200 votes were AGAINST the proposal, or 0.07% of the total votes; 0 vote was INVALID, or 0.00% of the total votes; and 133,395,370 votes were ABSTAINED, or 5.78% of the total votes; The proposal hereby is approved.

2. 2019 Earnings Distribution

The Board of Directors recommends shareholders vote FOR 2019 earnings distribution. Explanatory Notes:

i.	The Bank’s 2019 earnings distribution is as follows:	(Unit: NT$)
	Unappropriated earnings - beginning	777,376,443
	Adjustment on retained earnings due to retroactive application of IFRS 16	(17,137,691)
	Adjustment on retained earnings for calibration of defined benefit plans	(24,867,520)
	Adjustment on retained earnings for disposal of equity investment at fair value through other comprehensive income	(68,460,544)
	Adjusted unappropriated earnings	666,910,688
	Net income in 2019	3,632,594,596
	Legal reserve (30% of net income)	(1,089,778,379)
	Reverse of special reserve	52,671,730
	Distributable earnings	3,262,398,635
	Earnings distribution:
	Shareholder dividends	2,493,373,822
	Unappropriated earnings - ending	769,024,813

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

Cash dividends Stock dividends Total	Per share 0.468 0.275 0.743	Total amount
		1,570,523,482 922,850,340
		2,493,373,822

2019 net income will be distributed with priority. The cash dividends to each and every shareholder shall be paid in a whole amount of New Taiwan Dollars and any fraction of one New Taiwan Dollar shall be discarded. The total unpaid odd amount will be included in “other revenues” of the Bank.

• iii. Dividends will be distributed on the ex-dividend (ex-right) date which is to be determined by the Board of Directors after 2020 annual shareholders’ meeting. Dividends per share as referred above are calculated based on the number of shares outstanding on December 31, 2019. The

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Board of Directors is authorized to adjust cash and stock dividends payout ratio within the total dividends amount, if the actual number of shares outstanding on the ex-dividend (ex-right) date differs from the estimated number of shares.

• iv. Please vote FOR.

• Resolutions ： The total number of eligible votes represented by the shareholders present at the time of voting (including e-voting) was 2,306,974,430 (1 share for 1 vote), where 2,176,021,009 votes (including e-voting) were FOR the proposal, or 94.32% of the total votes; 1,558,005 votes were AGAINST the proposal, or 0.07% of the total votes; 0 vote was INVALID, or 0.00% of the total votes; and 129,395,416 votes were ABSTAINED, or 5.61% of the total votes; The proposal hereby is approved.

C. Proposed Resolutions (Voting Items)

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. The major amendments are as follows:

• (i) Article 4 is amended to increase the Bank’s total authorized capital to NT$55 billion:

The Bank’s current total authorized capital is NT$45 billion. Accounting for total paid-in capital of NT$33.56 billion as of the end of 2019, the remaining available capital for new issuing is left about NT$11.44 billion which may not be sufficient to accommodate future financing plan for increase of capital adequacy ratio. Therefore, the Bank’s total authorized capital is proposed to increase from NT$45 billion to NT$55 billion.

• (ii) Article 4-1 and 25-1 are amended for allocation base of legal reserve:

• Following the newly amended Article 237 of the Company Law promulgated by the Ministry of Economic Affairs dated Jan, 9, 2020, the Bank proposes to change the allocation base of legal reserve from net income to earnings, where earnings shall include net income and changes of retained earnings in the current year.

• ii. A comparison table of above amendments is detailed in Attachment III.

iii. Please vote FOR

• Resolutions ： The total number of eligible votes represented by the shareholders present at the time of voting (including e-voting) was 2,306,974,430 (1 share for 1 vote), where 2,170,017,279 votes (including e-voting) were FOR the proposal, or 94.06% of the total votes; 7,499,523 votes were AGAINST the proposal, or 0.33% of the total votes; 0 vote was INVALID, or 0.00% of the total votes; and 129,457,628 votes were ABSTAINED, or 5.61% of the total votes; The proposal hereby is approved.

2. Proposal of Issuing New Shares - to Capitalize Shareholder Dividends

The Board of Directors recommends shareholders vote FOR capitalization of 2019 stock dividends. Explanatory Notes:

• i. Capitalization purpose and funding sources: In order to support business needs, enhance operational capital and improve capital structure, capitalization of NT$922,850,340 shareholder dividends from 2019 earnings distribution is proposed by issuing 92,285,034 new shares at par of NT$10 per share.

• ii. Allotment method: The 92,285,034 new shares are distributed in accordance with the shareholding record of the shareholder’s register on the dividend ex-right date, that is, 27.5 shares per 1,000 shares. For odd share, 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

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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 based on the par 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 are the same as those of existing shares.

• iii. The distributable dividends shares as referred above are estimated based on the number of shares outstanding on Dec. 31, 2019. The Board of Directors is authorized to adjust stock dividends payout ratio within the total dividends amount if the actual number of shares outstanding on the ex-right date differs from the estimated number of shares.

• iv. The ex-right date of stock dividends (same as the effective date of issuing new shares) will be determined by the Board of Directors after 2020 annual shareholders’ meeting.

• v. Please vote FOR.

• Resolutions ： The total number of eligible votes represented by the shareholders present at the time of voting (including e-voting) was 2,306,974,430 (1 share for 1 vote), where 2,175,723,466 votes (including e-voting) were FOR the proposal, or 94.31% of the total votes; 1,811,824 votes were AGAINST the proposal, or 0.08% of the total votes; 0 vote was INVALID, or 0.00% of the total votes; and 129,439,140 votes were ABSTAINED, or 5.61% of the total votes; The proposal hereby is approved.

3. 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 19, 2019 to proceed private placement for a total amount of not exceeding NT$10 billion or equivalent in foreign currencies. This proposal herein is to request extension of last shareholders’ meeting resolution 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, if any, are to be issued according with 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 shall include:

• (i) The basis and justification of the pricing:

• The issuing price of common shares shall be no less than 80% of the reference price, which is the higher of the following two basis prices:

  • (1) The simple averaged closing price of 1, 3 or 5 business days prior to the pricing date, minus dividends, plus price adjusted for capital reduction.

  • (2) The simple averaged closing price of 30 business days prior to the pricing date, minus dividends, plus price discount adjusted for capital reduction.

• 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 an applicable pricing model considering all the terms in the issuing.

• The pricing date and actual issuing price, as reference above, will be determined subject to market conditions and terms, and discussion with specific parties. If the issuing price is below the par value of common shares and results in cumulative losses to the Bank, the Bank may, subject to operation status then, decapitalize capital base, reverse retained

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earnings or capital surplus to make up the losses.

1. The pricing of private placement, based on the reference price or theoretical price pursuant to government regulation above, and taking into account the 3-year lock-up period as required by the Securities and Exchange Act, is deemed reasonable.

2. (ii) The selection, purpose, essentiality and benefits of allying with the specific parties:

3. Selection of the specific parties and purpose: The strategic investors are selected based on qualification criteria specified in Article 43-6 of the Securities and Exchange Act, for those who are able to assist the Bank expanding sales channels, growing customer base, improving service quality, and reducing operation costs.

4. Essentiality: In responding to the global trend of financial supervision, the investment from the specific parties is deemed essential in improving the Bank’s capital adequacy and risktaking capacity under Basel III, and supporting the Bank’s long-term development.

5. Benefits: The Bank’s competitiveness and profitability will be enhanced via management participation and investment of the specific parties.

6. (iii) The justification of private placement:

7. The justification of no public offering: In considering the transaction timing, cost, and business needs from the strategic investors, public offering is less feasible. Plus, the longterm business cooperation relationship with the partners would be secured by the 3-year lock-up period of investment per private placement regulation.

8. 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 transaction progress with the specific parties.

9. Capital usage plan and anticipated benefits: The capital amount raised by one or two tranches of private placement will be used for expanding the Bank’s business scale and for pursuing strategic alliance opportunities domestically or globally. The anticipated benefits will include strengthening the Bank’s competitiveness, profitability, capital adequacy, and shareholders’ equity.

10. iv. The Board of Directors is authorized to determine terms of private placement, including issuing number of new shares, pricing, terms and conditions, selection of specific parties, capital effective date, capital usage plan, anticipated benefits, and all other related matters. The Board of Directors is also authorized to revise the issuance plan due to changes of regulations, market conditions, or upon instruction from regulatory authorities.

11. v. Please vote FOR.

12. Resolutions ： The total number of eligible votes represented by the shareholders present at the time of voting (including e-voting) was 2,306,974,430 (1 share for 1 vote), where 1,837,542,704 votes (including e-voting) were FOR the proposal, or 79.65% of the total votes; 339,886,346 votes were AGAINST the proposal, or 14.73% of the total votes; 0 vote was INVALID, or 0.00% of the total votes; and 129,545,380 votes were ABSTAINED, or 5.62% of the total votes; The proposal hereby is approved.

D. Questions:

• Q (Shareholder #0120847) ： Please update legal progress of credit disputes with customers for the case of Welsh English Co. which occurred in 2016.

• A ： The case background and settlement details with customer were explained in details by the responsible manager.

E. Motions (Voting Items): None

F. Meeting adjourned

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Attachment I

Independent Auditors’ Report & 2019 Financial Statements ( English Translation of a Report Originally Issued in Chinese)

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FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2019 AND 2018

(In Thousands of New Taiwan Dollars)

ASSETS ASSETS Cash and cash equivalents Due from the Central Bank and other banks Financial assets at fair value through profit or loss Financial assets at fair value through other comprehensive income Investment in debt instruments at amortized cost, net Securities purchased under resale agreements, net Receivables, net Discounts and loans, net Investment accounted for using equity method Other financial assets, net Property and equipment, net Right-of-use assets, net Intangible assets, net Deferred tax assets Other assets TOTAL LIABILITIES AND EQUITY LIABILITIES Due to the Central Bank and other banks Financial liabilities at fair value through profit or loss Securities sold under repurchase agreements Payables Current tax liabilities Deposits and remittances Bank debentures Principal received on structured products Other financial liabilities Provisions Lease liabilities Other liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE BANK Share capital Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Total equity TOTAL	2019 Amount % $ 8,818,435 2 27,603,298 4 53,015,441 8 132,309,472 20 2,543,880 - 9,944,957 2 22,575,863 3 384,624,817 59 1,812,522 - 5,547,572 1 2,913,291 1 1,025,968 - 1,674,119 - 249,411 - 228,504 - $ 654,887,550 100 $ 11,137,130 2 3,909,304 1 9,675,529 2 6,703,497 1 365,937 - 537,396,140 82 25,001,900 4 9,476,623 1 1,001,923 - 1,235,204 - 1,040,827 - 659,123 - 607,603,137 93 33,558,193 5 456,426 - 8,458,068 1 76,215 - 4,299,505 1 12,833,788 2 436,006 - 47,284,413 7 $ 654,887,550 100	2018
		Amount % $ 10,023,920 2 27,543,032 4 46,507,501 7 119,779,052 19 2,588,654 - 8,289,275 1 21,484,377 4 379,688,118 61 1,776,350 - 4,695,376 1 2,732,431 1 - - 1,699,602 - 372,184 - 171,278 - $ 627,351,150 100 $ 15,726,723 3 2,752,479 1 14,665,794 2 7,265,222 1 201,032 - 508,407,972 81 18,001,900 3 12,479,170 2 1,436,104 - 1,194,774 - - - 475,240 - 582,606,410 93 32,691,859 5 456,426 - 7,400,808 1 36,411 - 4,211,908 1 11,649,127 2 (52,672) - 44,744,740 7 $ 627,351,150 100

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FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Per Share Amounts)

INTEREST REVENUES INTEREST EXPENSES NET INTERESTS NET REVENUES OTHER THAN INTEREST Net service fee income Net gains on financial assets and liabilities at fair value through profit or loss Net realized gains on financial assets at fair value through other comprehensive income Net foreign exchange gains Shares of profit of associates for using equity method Gains on disposal of property Others Total net revenues other than interest NET REVENUES PROVISION FOR LOSS ON BAD DEBTS EXPENSE, COMMITMENT AND GUARANTEE OPERATING EXPENSES Employee benefits expense Depreciation and amortization Other general and administrative expenses Total operating expenses INCOME BEFORE INCOME TAX INCOME TAX EXPENSE NET INCOME FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans		2019			2018	Percentage Increase (Decrease) % % 101 5 50 14 51 (4) 28 11 13 44 1 (15) 2 (35) 1 11 2 (100) 2 (3) 49 13 100 4 5 (1) 34 6 2 176 23 (14) 59 5 36 5 5 15 31 3 (1 ) 35
		Amount $ 11,874,558 6,416,746 5,457,812 3,471,360 2,174,891 117,454 172,648 102,585 81 224,849 6,263,868 11,721,680 511,748 4,064,363 689,247 2,199,445 6,953,055 4,256,877 624,282 3,632,595 (30,495 )	% 102 55 47 30 18 1 1 1 - 2 53 100 5 34 6 19 59 36 5 31 -		Amount $ 11,316,237 5,635,434 5,680,803 3,130,773 1,505,960 138,491 263,801 92,467 174,804 231,178 5,537,474 11,218,277 514,803 3,838,158 250,039 2,546,798 6,634,995 4,068,479 544,278 3,524,201 (46,657 )

(Continued)

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FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

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

Loss on valuation of investments in equity instruments at fair value through other comprehensive income Share of other comprehensive income (loss) of associates for using equity method Income tax benefit relating to items that will not be reclassified subsequently Items that may be reclassified subsequently to profit or loss Exchange differences on translating foreign operations Share of other comprehensive income (loss) of associates for using equity method Gain (loss) from investments in debt instruments measured at fair value through other comprehensive income Income tax benefit relating to items that may be reclassified subsequently Other comprehensive income (loss) for the year TOTAL COMPREHENSIVE INCOME FOR THE YEAR NET INCOME ATTRIBUTABLE TO: Owners of the Bank TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: Owners of the Bank EARNINGS PER SHARE Basic Diluted		2019		Percentage Increase 2018 (Decrease) Amount % % (37,126 ) - 88 (4,832 ) - 158 23,181 - (74) (65,434) (1) 60 60,367 1 (324) (17,788 ) - 113 (308,943 ) (3 ) 276 2,103 - 357 (264,261) (2) 259 (329,695) (3) 220 $ 3,194,506 28 26 $ 3,524,201 31 3 $ 3,194,506 28 26 $ 1.05 $ 1.04
		Amount % (4,395 ) - 2,784 - 6,099 - (26,007) - (135,519 ) (1 ) 2,377 - 544,887 4 9,612 - 421,357 3 395,350 3 $ 4,027,945 34 $ 3,632,595 31 $ 4,027,945 34 $ 1.08 $ 1.08

(Concluded)

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FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2018 Effects of retrospective application BALANCE AT JANUARY 1, 2018 AS APPLIED RESTROSPECTIVELY Appropriation of the 2017 earnings Legal reserve Reversal of special reserves Cash dividends - NT$0.439 per share Stock dividends - NT$0.271 per share Net income for the year ended December 31, 2018 Other comprehensive income (loss) for the year ended December 31, 2018 Total comprehensive income (loss) for the year ended December 31, 2018 Disposal of investments in equity instruments at fair value through other comprehensive income (loss) BALANCE AT DECEMBER 31, 2018 Effects of retrospective application BALANCE AT JANUARY 1, 2019 AS APPLIED RESTROSPECTIVELY Appropriation of the 2018 earnings Legal reserve Special reserve Cash dividends - NT$0.450 per share Stock dividends - NT$0.265 per share Net income for the year ended December 31, 2019 Other comprehensive income (loss) for the year ended December 31, 2019 Total comprehensive income (loss) for the year ended December 31, 2019 Disposal of investments in equity invstruments at fair value through other comprehensive income (loss) BALANCE AT DECEMBER 31, 2019				Equity Attributable to Shareholders of th	e Parent	Others Unrealized Gain (Loss) on Financial Assets at Unrealized Fair Value Gain (Loss) on Through Other vailable-for- sale Comprehensive inancial Assets Income $ 22,855 $ - (22,855) 196,065 - 196,065 - - - - - - - - - - - - - (368,085) - (368,085) - 65,531 - (106,489 ) - - - (106,489) - - - - - - - - - - - - - 546,124 - 546,124 - 68,461 $ - $ 508,096	Total Equity $ 42,786,672 160,868 42,947,540 - - (1,397,306 ) - (1,397,306) 3,524,201 (329,695) 3,194,506 - 44,744,740 (17,138) 44,727,602 - - (1,471,134 ) - (1,471,134) 3,632,595 395,350 4,027,945 - $ 47,284,413
		Share Capital Capital Surplus $ 31,829,286 $ 456,426 - - 31,829,286 456,426 - - - - - - 862,573 - 862,573 - - - - - - - - - 32,691,859 456,426 - - 32,691,859 456,426 - - - - - - 866,334 - 866,334 - - - - - - - - - $ 33,558,193 $ 456,426		**Retained Earnings **
					Exchange Differences on Translating A Foreign Operations F $ (8,653 ) - (8,653) - - - - - - 62,470 62,470 - 53,817 - 53,817 - - - - - - (125,907) (125,907) - $ (72,090)
				Unappropriated Legal Reserve Special Reserve Earnings $ 6,544,643 $ 250,703 $ 3,691,412 - - (12,342) 6,544,643 250,703 3,679,070 856,165 - (856,165 ) - (214,292 ) 214,292 - - (1,397,306 ) - - (862,573) 856,165 (214,292) (2,901,752) - - 3,524,201 - - (24,080) - - 3,500,121 - - (65,531) 7,400,808 36,411 4,211,908 - - (17,138) 7,400,808 36,411 4,194,770 1,057,260 - (1,057,260 ) - 39,804 (39,804 ) - - (1,471,134 ) - - (866,334) 1,057,260 39,804 (3,434,532) - - 3,632,595 - - (24,867) - - 3,607,728 - - (68,461) $ 8,458,068 $ 76,215 $ 4,299,505

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FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation Amortization Provision for loss on bad debts expense, commitment and guarantee Net valuation loss (gain) on financial assets and liabilities at fair value through profit or loss Interest expenses Interest revenues Dividends revenue Shares of profit from associates Loss (gain) on disposal and retirement of property and equipment Unrealized net loss (gain) on foreign currency exchange Other adjustments Changes in operating assets and liabilities Increase in due from the Central Bank and other banks Increase in financial assets at fair value through profit or loss Increase in financial assets at fair value through other comprehensive income Increase in investments in debt instruments at amortized cost Decrease (increase) in receivables Increase in discounts and loans Increase (decrease) in due to the Central Bank and other banks Increase (decrease) in financial liabilities at fair value through profit or loss Increase (decrease) in payables Increase in deposits and remittances Increase (decrease) in principal received on structured products Cash used in operations Interest received Dividends received Interest paid Income tax paid Net cash generated from operating activities	2019 $ 4,256,877 661,753 27,494 920,851 (593,942 ) 6,416,746 (11,874,558 ) (127,529 ) (102,585 ) 256 57,666 (53,435 ) (435,494 ) (6,304,974 ) (12,661,604 ) - (1,416,246 ) (6,737,180 ) (4,591,826 ) 1,156,825 (313,594 ) 31,021,491 (2,925,839) (3,618,847 ) 11,978,747 127,279 (6,550,917 ) (310,372) 1,625,890	2018 $ 4,068,479 222,608 27,431 973,684 220,958 5,635,434 (11,316,237 ) (124,637 ) (92,467 ) (173,729 ) (222,021 ) (81,687 ) (1,135,766 ) (6,101,228 ) (10,572,357 ) (385,871 ) 2,061,824 (31,530,667 ) 8,330,844 (1,566,648 ) 516,816 34,057,100 6,177,186 (1,010,951 ) 11,236,728 124,637 (5,461,669 ) (341,818) 4,546,927

(Continued)

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FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of property and equipment Proceeds from disposal of property and equipment Increase in other financial assets Decrease (increase) in other assets Dividends received from associates Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Repayments of Euro Convertible Bond Proceeds from the issuance of bank debentures Repayments of bank debentures Increase (decrease) in securities sold under repurchase agreements Repayments of principal portion of lease liabilities Increase (decrease) in other financial liabilities Increase (decrease) in other liabilities Cash dividends Net cash generated from (used in) financing activities EFFECTS OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS NET INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS, END OF THE YEAR	2019 (415,386 ) 81 (931,103 ) (62,452 ) 71,574 (1,337,286) - 10,000,000 (3,000,000 ) (4,836,461 ) (425,934 ) (434,181 ) 174,473 (1,471,134) 6,763 (193,530) 101,837 34,110,283 $ 34,212,120	2018 (280,235 ) 370,883 (1,156,229 ) 45,389 71,573 (948,619) (1,586,434 ) 2,900,000 (3,500,000 ) 2,030,599 - 501,842 (50,545 ) (1,397,306) (1,101,844) 77,201 2,573,665 31,536,618 $ 34,110,283

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

Cash and cash equivalents in consolidated balance sheets Due from the Central Bank and other banks that meet the IAS 7 definition of “cash and cash equivalents” 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		December 31	December 31
		2019 $ 8,818,435 15,448,728 9,944,957 $ 34,212,120	2018 $ 10,023,920 15,797,088 8,289,275 $ 34,110,283 (Concluded)

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FAR EASTERN INTERNATIONAL BANK LTD.

BALANCE SHEETS

DECEMBER 31, 2019 AND 2018

(In Thousands of New Taiwan Dollars)

ASSETS ASSETS Cash and cash equivalents Due from the Central Bank and other banks Financial assets at fair value through profit or loss Financial assets at fair value through other comprehensive income Investment in debt instruments at amortized cost, net Securities purchased under resale agreements, net Receivables, net Discounts and loans, net Investment accounted for using equity method Other financial assets, net Property and equipment, net Right-of-use assets, net Intangible assets, net Deferred tax assets Other assets TOTAL LIABILITIES AND EQUITY LIABILITIES Due to the Central Bank and other banks Financial liabilities at fair value through profit or loss Securities sold under repurchase agreements Payables Current tax liabilities Deposits and remittances Bank debentures Principal received on structured products Other financial liabilities Provisions Lease liabilities Other liabilities Total liabilities EQUITY Share capital Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Total equity TOTAL	2019 Amount % $ 8,631,510 1 27,603,298 4 53,015,441 8 132,309,472 20 2,543,880 - 9,944,957 2 20,379,813 3 384,624,817 59 3,941,980 1 5,303,879 1 2,894,717 1 971,147 - 1,674,119 - 221,299 - 217,713 - $ 654,278,042 100 $ 11,137,130 2 3,909,304 1 9,675,529 2 6,564,200 1 357,130 - 537,752,178 82 25,001,900 4 9,476,623 1 253,896 - 1,235,204 - 987,337 - 643,198 - 606,993,629 93 33,558,193 5 456,426 - 8,458,068 1 76,215 - 4,299,505 1 12,833,788 2 436,006 - 47,284,413 7 $ 654,278,042 100	2018
		Amount % $ 9,986,581 2 27,543,032 4 46,507,501 7 119,779,052 19 2,588,654 - 8,289,275 1 19,660,289 3 379,688,118 61 2,794,977 1 4,460,520 1 2,725,364 1 - - 1,699,602 - 334,706 - 161,958 - $626,219,629 100 $ 15,726,723 3 2,752,479 1 14,665,794 2 7,187,730 1 179,348 - 508,647,889 81 18,001,900 3 12,479,170 2 170,780 - 1,194,774 - - - 468,302 - 581,474,889 93 32,691,859 5 456,426 - 7,400,808 1 36,411 - 4,211,908 1 11,649,127 2 (52,672) - 44,744,740 7 $626,219,629 100

20

FAR EASTERN INTERNATIONAL BANK LTD.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Per Share Amounts)

INTEREST REVENUES INTEREST EXPENSES NET INTERESTS NET REVENUES OTHER THAN INTEREST Net service fee income Net gains on financial assets and liabilities at fair value through profit or loss Net realized gains on financial assets at fair value through other comprehensive income Net foreign exchange gains Shares of profit of subsidiaries and associates for using equity method Gains on disposal of property Others Total net revenues other than interest NET REVENUES PROVISION FOR LOSS ON BAD DEBTS EXPENSE, COMMITMENT AND GUARANTEE OPERATING EXPENSES Employee benefits expense Depreciation and amortization Other general and administrative expenses Total operating expenses INCOME BEFORE INCOME TAX INCOME TAX EXPENSE NET INCOME FOR THE YEAR		2019			2018	Percentage Increase (Decrease) % % 103 5 51 14 52 (4) 26 6 14 44 1 (15) 2 (38) 1 71 2 (100) 2 (6) 48 12 100 4 5 2 33 4 2 167 23 (14) 58 4 37 4 5 9 32 3
		Amount $ 11,805,327 6,404,292 5,401,035 3,031,687 2,173,751 117,454 171,489 274,031 81 162,014 5,930,507 11,331,542 517,381 3,813,712 656,681 2,138,992 6,609,385 4,204,776 572,181 3,632,595	% 104 56 48 27 19 1 2 2 - 1 52 100 5 33 6 19 58 37 5 32		Amount $ 11,261,208 5,608,761 5,652,447 2,859,767 1,504,371 138,491 275,464 160,589 174,804 172,803 5,286,289 10,938,736 506,522 3,658,016 245,832 2,478,111 6,381,959 4,050,255 526,054 3,524,201

(Continued)

21

FAR EASTERN INTERNATIONAL BANK LTD.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Per Share Amounts)

OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Loss on valuation of investments in equity instruments at fair value through other comprehensive income Share of other comprehensive income (loss) of associates for using equity method Income tax benefit relating to items that will not be reclassified subsequently Items that may be reclassified subsequently to profit or loss Exchange differences on translating foreign operations Share of other comprehensive loss of subsidiaries and associates for using equity method Gain (loss) from investments in debt instruments measured at fair value through other comprehensive income Other comprehensive income (loss) for the year TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE Basic Diluted		2019		Percentage Increase 2018 (Decrease) Amount % % (46,657 ) (1) 35 (37,126 ) - 88 (4,832 ) - 158 23,181 - (74) (65,434) (1) 60 67,153 1 (230) (22,471 ) - (61) (308,943) (3) 276 (264,261) (2) 259 (329,695) (3) 220 $ 3,194,506 29 26 $ 1.05 $ 1.04
		Amount % (30,495 ) - (4,395 ) - 2,784 - 6,099 - (26,007) - (87,457 ) (1) (36,073 ) - 544,887 5 421,357 4 395,350 4 $ 4,027,945 36 $ 1.08 $ 1.08

(Concluded)

22

FAR EASTERN INTERNATIONAL BANK LTD.

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2018 Effects of retrospective application BALANCE AT JANUARY 1, 2018 AS APPLIED RESTROSPECTIVELY Appropriation of the 2017 earnings Legal reserve Reversal of special reserves Cash dividends - NT$0.439 per share Stock dividends - NT$0.271 per share Net income for the year ended December 31, 2018 Other comprehensive income (loss) for the year ended December 31, 2018 Total comprehensive income (loss) for the year ended December 31, 2018 Disposal of investments in equity instruments at fair value through other comprehensive income (loss) BALANCE AT DECEMBER 31, 2018 Effects of retrospective application BALANCE AT JANUARY 1, 2019 AS APPLIED RESTROSPECTIVELY Appropriation of the 2018 earnings Legal reserve Special reserve Cash dividends - NT$0.450 per share Stock dividends - NT$0.265 per share Net income for the year ended December 31, 2019 Other comprehensive income (loss) for the year ended December 31, 2019 Total comprehensive income (loss) for the year ended December 31, 2019 Disposal of investments in equity invstruments at fair value through other comprehensive income (loss) BALANCE AT DECEMBER 31, 2019	Share Capital Capital Surplus $ 31,829,286 $ 456,426 - - 31,829,286 456,426 - - - - - - 862,573 - 862,573 - - - - - - - - - 32,691,859 456,426 - - 32,691,859 456,426 - - - - - - 866,334 - 866,334 - - - - - - - - - $ 33,558,193 $ 456,426		**Retained Earnings **			Other Equity Unrealized Gain (Loss) on Unrealized Financial Assets Gain (Loss) on at Fair Value Available-for- Through Other sale Financial Comprehensive Assets Income $ 22,855 $ - (22,855) 196,065 - 196,065 - - - - - - - - - - - - - (368,085) - (368,085) - 65,531 - (106,489 ) - - - (106,489) - - - - - - - - - - - - - 546,124 - 546,124 - 68,461 $ - $ 508,096	Total Equity $ 42,786,672 160,868 42,947,540 - - (1,397,306 ) - (1,397,306) 3,524,201 (329,695) 3,194,506 - 44,744,740 (17,138) 44,727,602 - - (1,471,134 ) - (1,471,134) 3,632,595 395,350 4,027,945 - $ 47,284,413
					Exchange Differences on Translating Foreign Operations $ (8,653 ) - (8,653) - - - - - - 62,470 62,470 - 53,817 - 53,817 - - - - - - (125,907) (125,907) - $ (72,090)
			Unappropriated Legal Reserve Special Reserve Earnings $ 6,544,643 $ 250,703 $ 3,691,412 - - (12,342) 6,544,643 250,703 3,679,070 856,165 - (856,165 ) - (214,292 ) 214,292 - - (1,397,306 ) - - (862,573) 856,165 (214,292) (2,901,752) - - 3,524,201 - - (24,080) - - 3,500,121 - - (65,531) 7,400,808 36,411 4,211,908 - - (17,138) 7,400,808 36,411 4,194,770 1,057,260 - (1,057,260 ) - 39,804 (39,804 ) - - (1,471,134 ) - - (866,334) 1,057,260 39,804 (3,434,532) - - 3,632,595 - - (24,867) - - 3,607,728 - - (68,461) $ 8,458,068 $ 76,215 $ 4,299,505

23

FAR EASTERN INTERNATIONAL BANK LTD.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation Amortization Provision for loss on bad debts expense, commitment and guarantee Net valuation loss (gain) on financial assets and liabilities at fair value through profit or loss Interest expenses Interest revenues Dividends revenue Shares of profit from subsidiaries and associates Loss (gain) on disposal and retirement of property and equipment Unrealized net loss (gain) on foreign currency exchange Other adjustments Changes in operating assets and liabilities Increase in due from the Central Bank and other banks Increase in financial assets at fair value through profit or loss Increase in financial assets at fair value through other comprehensive income Increase in investments in debt instruments at amortized cost Decrease (increase) in receivables Increase in discounts and loans Increase (decrease) in due to the Central Bank and other banks Increase (decrease) in financial liabilities at fair value through profit or loss Increase (decrease) in payables Increase in deposits and remittances Increase (decrease) in principal received on structured products Cash used in operations Interest received Dividends received Interest paid Income tax paid Net cash generated from operating activities	2019 $ 4,204,776 631,198 25,483 926,484 (593,942 ) 6,404,292 (11,805,327 ) (127,529 ) (274,031 ) 234 96,442 (53,022 ) (435,494 ) (6,304,974 ) (12,661,604 ) - (1,049,451 ) (6,737,180 ) (4,591,826 ) 1,156,825 (378,458 ) 31,137,612 (2,925,839) (3,355,331 ) 11,908,746 127,279 (6,535,404 ) (274,116) 1,871,174	2018 $ 4,050,255 220,349 25,483 965,403 220,958 5,608,761 (11,261,208 ) (124,637 ) (160,589 ) (173,729 ) (217,180 ) (79,831 ) (1,135,766 ) (6,101,228 ) (10,572,357 ) (385,871 ) 2,665,236 (31,530,667 ) 8,330,844 (1,566,648 ) 507,702 34,068,086 6,177,186 (469,448 ) 11,182,540 124,637 (5,435,815 ) (332,024) 5,069,890 (Continued)

24

FAR EASTERN INTERNATIONAL BANK LTD.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(In Thousands of New Taiwan Dollars)

CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of investments accounted for using equity method Acquisition of property and equipment Proceeds from disposal of property and equipment Increase in other financial assets Decrease (increase) in other assets Dividends received from subsidiaries and associates Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Repayments of Euro Convertible Bond Proceeds from the issuance of bank debentures Repayments of bank debentures Increase (decrease) in securities sold under repurchase agreements Repayments of principal portion of lease liabilities Increase (decrease) in other financial liabilities Increase (decrease) in other liabilities Cash dividends Net cash generated from (used in) financing activities EFFECTS OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS, END OF THE YEAR	2019 (1,000,000 ) (401,411 ) 81 (922,266 ) (59,049 ) 94,028 (2,288,617) - 10,000,000 (3,000,000 ) (4,836,461 ) (396,792 ) 83,116 174,896 (1,471,134) 553,625 (183,931) (47,749 ) 34,072,944 $34,025,195	2018 - (278,229 ) 370,883 (1,194,058 ) 46,758 101,225 (953,421) (1,586,434 ) 2,900,000 (3,500,000 ) 2,030,599 - (3,924 ) (38,485 ) (1,397,306) (1,595,550) 77,183 2,598,102 31,474,842 $34,072,944

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

Cash and cash equivalents in balance sheets Due from the Central Bank and other banks that meet the IAS 7 definition of “cash and cash equivalents” Securities purchased under resale agreements that meet the IAS 7 definition of “cash and cash equivalents” Cash and cash equivalents in statements of cash flows		December 31	December 31
		2019 $ 8,631,510 15,448,728 9,944,957 $34,025,195	2018 $ 9,986,581 15,797,088 8,289,275 $34,072,944

(Concluded)

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Attachment II

Audit Committee’s Review Report for 2019 Business Report and Financial Statements

To: 2020 Annual Shareholders’ Meeting of Far Eastern International Bank

March 23, 2020

The Board of Directors has submitted business report, audited financial statements (certified by, Chun-Hung Chen CPA, and Ying-Chou Chen CPA, of Deloitte & Touche) and earnings distribution proposal of the Bank for the year ended Dec.31 2019 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 14-4 of the Securities and Exchange Act, and Article 219 of the Company Act.

==> picture [93 x 43] intentionally omitted <==

Bing Shen

Audit Committee Convener

Far Eastern International Bank

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Attachment III

Amendment of Articles of Incorporation of Far Eastern International Bank

Section	Proposed changes	Proposed changes	Proposed changes	Proposed changes	Current Articles	Current Articles	Current Articles	Reasons
Article 4	The total authorized capital of the				The total authorized capital of the			For future funding
	Bank is to be		Fifty Five Billion New		Bank is to be		Forty Five Billion New	plans to increase
	Taiwan Dollars (NT$55,000,000,000),				Taiwan Dollars (NT$45,000,000,000),			the total authorized
	Five billion and Five Hundred Million				Four billion and Five Hundred Million			capital of the Bank.
	(5,500,000,000)common shares with				(4,500,000,000)common shares with
	a par value of Ten New Taiwan				a par value of Ten New Taiwan
	Dollars (NT$10) per share, which may				Dollars (NT$10) per share, which may
	be partially issued, from time to time,				be partially issued, from time to time,
	by the Board of Directors under				by the Board of Directors under
	authorization.				authorization.
	Issuance of Preferred Stock shall not				Issuance of Preferred Stock shall not
	exceed the amount described above.				exceed the amount described above.
Article 4-1	The rights, obligations, and other				The rights, obligations, and other			Amend the partial
	important terms and conditions of the				important terms and conditions of the			of Article 4-1,
	Bank’s preferred stock are listed as				Bank’s preferred stock are listed as			according to the
	follows:				follows:			Article 237 of the
	Should there be			surplusafter the	Should there benet income after the			Company Act about
	closing of annual accounts, the Bank				closing of annual accounts, the Bank			the base of legal
	shall make up the loss of the previous				shall make up the loss of the previous			reserve, including
	years. There should be retained a				years. There should be retained a			net income and the
	legal reserve of thirty percent (30%),				legal reserve of thirty percent (30%),			other amount of
	then special reserve shall be retained				then special reserve shall be retained			changes in retained
	in compliance with the law.				in compliance with the law.			earnings.
	After that, the remaining surplus				After that, the remaining surplus
	should first be paid for the dividends				should first be paid for the dividends
	of the current year on the Preferred				of the current year on the Preferred
	Stock.				Stock.
	˙				˙
	Omitted				Omitted
	.				.
Article 25-1	In case of	surplusafter settlement of			In case of	net incomeafter settlement		The reason to
	accounts for each fiscal year, the				of accounts for each fiscal year, the			amend the Article
	Bank shall recover all the losses				Bank shall recover all the losses			25-1 is the same as
	incurred in the previous years, if any,				incurred in the previous years, if any,			the Article 4-1.
	before setting aside a legal reserve of				before setting aside a legal reserve of
	thirty percent (30%) of the net profit				thirty percent (30%) of the net profit
	and appropriating, according to law				and appropriating, according to law
	and regulations, a special reserve				and regulations, a special reserve
	shall be retained, and shall first be				shall be retained, and shall first be
	distributed to the dividends of				distributed to the dividends of
	Preferred Stock. The remaining				Preferred Stock. The remaining
	amount together with the accumulated				amount together with the accumulated
	retained profits of the last year and				retained profits of the last year and
	the reversals of special reserves are				the reversals of special reserves are

27

Section	Proposed changes	Proposed changes	Current Articles	Reasons
	available for distribution as dividends		available for distribution as dividends
	for Common Stock. The dividends for		for Common Stock. The dividends for
	Common Stock shall be distributed at		Common Stock shall be distributed at
	least thirty per cent (30%) of the		least thirty per cent (30%) of the
	remaining amount. The Board of		remaining amount. The Board of
	Directors shall prepare the earnings		Directors shall prepare the earnings
	distribution in accordance with the		distribution in accordance with the
	existing circumstances at the time,		existing circumstances at the time,
	taking into account the future		taking into account the future
	development plan of the Bank.		development plan of the Bank.
	Any allocation of cash dividend shall,		Any allocation of cash dividend shall,
	in principle, be no less than 10% of		in principle, be no less than 10% of
	the total dividends to be distributed		the total dividends to be distributed
	thatyear.		thatyear.
Article 28	These Articles of Incorporation were		These Articles of Incorporation were	To record the 28th
	established on May 14, 1990 and		established on May 14, 1990 and	amendment.
	shall be effective as of the date on		shall be effective as of the date on
	which they are approved by the		which they are approved by the
	competent authority.		competent authority.
	˙		˙
	Omitted		Omitted
	˙		˙
	※	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	※The Twenty- sixth amendment was
		made on June 15, 2016 by the	made on June 15, 2016 by the
		Shareholders’ Meeting.	Shareholders’ Meeting.
	※	The Twenty-seventh amendment	※The Twenty-seventh amendment
		was made on June 20, 2018 by the	was made on June 20, 2018 by the
		Shareholders’ Meeting.	Shareholders’ Meeting.
	※	The Twenty-eighth amendment
		was made on June 11, 2020 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’		approval by the shareholders’
	meeting.		meeting.

28