FFHC — AGM Information 2021

Jul 28, 2021

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The Meeting Minutes of

2021 Annual General Meeting for

First Financial Holding Company (the “Company”)

(Excerpt Translation)

Date and Time: July 20, 2021 at 9:00 a.m.

Place: No. 133, Guangming Rd., Beitou Dist., Taipei City (the auditorium FCB Beitou Branch Plaza)

Total outstanding shares of the Company: 12,835,801,078 shares

Total shareholders reside in China: 3,110,421 shares

Total outstanding shares eligibly for the meeting: 12,832,690,657 shares

Total shares represented by shareholders present: 9,025,413,673 shares

Percentage of share held by shareholders present: 70.33%

Attendees: Chao-Dong Chang(Attorney-at-law)

Chien-Hung Cho(CPA)

Chairperson: Ye-Chin Chiou, the Chairperson of the Board of Directors

Recorder: Jung-Wen Tsai, Huan-Hsu Tseng

1. Chairperson of the Meeting announced that the aggregate shareholding of shareholders present constituted a quorum so that the Meeting began.

2. Opening speech of the Chairperson (Omitted).

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Report Matters

Proposal:

• (i) President reported the business operation of the Company in 2020. (Detailed in Meeting Handbook, page 6-9.)

  1. Shareholder (No. 4812033) inquired issues of Bank’s employees pay raise and accounting affair and annual assessment of Phnom Penh Branch.

  2. Shareholder (No. 3335558) concerned about the progress of Bank’s digitization and business strategy.

Each issue was responded respectively by Chairperson, President and President of First Bank.

• (ii) Audit Committee reported the auditing process of 2020 financial statements. (Detailed in Meeting Handbook, page11.)

Shareholder (No. 4668650) inquired about Company’s resolution of ESG plan.

This issue was responded by Chairperson and President.

• (iii) Report of the distribution of employee’s compensation and director’s remuneration in 2020.

Explanation:

1. This proposal was to conform to Article 34-1 of the Articles of Incorporation of Company, and has been approved by the 34[th] board meeting of the 6[th] term of the Board of Directors.

2. The distribution was listed below:

   • Net profit before tax which has not deducted employee’s compensation and director’s remuneration: NTD 16,931,215,889

   • Employee’s compensation distributed – Cash (0.0445%): NTD 7,534,391 Director’s remuneration distributed – Cash (0.90%): NTD 152,380,943

Recognition Matters

• (i) Business Report and Consolidated Financial Statements for the Year 2020. (Detailed in Meeting Handbook, page 16-37.)

Explanation:

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The Company's business operation report and consolidated financial statements for the year 2020 have been reviewed by Audit Committee and duly approved by the 34[th] meeting of the 6[th] term of Board of Directors as described in the Meeting Handbook (Detailed in page 11.). The consolidated financial statements have been audited by Chien-Hung Chou and Shu-Mei Chi, the certified public accountants in PricewaterhouseCoopers, and a report in connection therewith has been submitted by the President and Audit Committee of the Company. The business report and consolidated financial statements are hereby respectfully submitted for recognition.

Upon emcee’s announcement and explanation of recognition matter, following shareholder made speech.

Shareholder (No. 4668650) questioned several issues about First Securities, including the control of systematic risk, day-trading risk, settlement risk, the losses from error accounts, and operating risk, as well as the setup of trading platform and AI development.

This issue was responded by Chairperson and President of First Securities. Chairperson then announced to rule the voting process.

Resolution:

Presenting by shareholders (present or proxy): 9,025,451,555 shares

Approved votes: 8,074,932,120 shares/89.47% (3,339,250,097 shares from E-voting) Against votes: 863,461 shares/0.01% (863,461 shares from E-voting)

Abort votes: 949,655,974 shares/10.52% (940,411,393 shares from E-voting)

RESOLVED , that the Business Report and the Consolidated Financial Statements of 2020 be and hereby were approved as submitted.

• (ii) Distribution of 2020 Profits. (Detailed in Meeting Handbook, page 39.)

Explanation:

1. The Consolidated Financial Statements of the Company were audited by certified public accountants, Chien-Hung Chou and Shu-Mei Chi, of PricewaterhouseCoopers, Taiwan, and the after tax net income in 2020 is NT$16,807,541,411. After taking other items which were not belonging to net income into account, the adjusted unappropriated earnings is NT$16,420,462,135. In accordance with the applicable laws to retain the amount of NT$1,642,046,214 as the legal reserve, plus the amount of beginning retained

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earnings of NT$7,854,557,417, the total distributable profit of this year is NT$22,632,973,338 and is proposed to be distributed as follows: (Please see Attachment)

• A. NT$11,552,220,970 as cash dividends (NT$0.9 per share).

• B. NT$1,283,580,100 as stock dividends (10 new shares per 1,000 existing shares).

• C. Year-end balance of accumulated profits is NT$9,797,172,268.

1. Other items mentioned previously include: (1) -NT$338,182,441 of actuarial adjustment on defined benefit plans; (2) -NT$60,993,379 of gains/losses of equity instruments designated at FVTOCI; (3) NT$12,096,544 of the reversal of the special reserve provided for first-time adoption of IFRS

2. After the distribution of profit is approved by this Meeting, the Board of Directors is authorized both to set a record date for the distribution of cash dividends, and, after the capital increase of the Company is approved by the competent authorities, set a record date for the distribution of stock dividends.

3. Cash dividends shall be calculated and rounded down to dollar in proportion to stakeholding. The total amount of odd fraction will be counted as other income of Company.

4. If the number of the outstanding shares of the Company is subsequently changed due to any share buy-back by the Company, the transfer, conversion, cancellation of the shares or other circumstances resulting in the increase or decrease of the number of the outstanding shares, the Board of Directors then is authorized to adjust the distribution of dividends as appropriate.

5. This proposal for the distribution of profits has been approved by the 35[th] board meeting of the 6[th] term of Board of Directors and duly reviewed by Audit Committee.

Upon emcee’s announcement and explanation of recognition matter, following shareholder made speech.

Shareholder (No. 4668650) concerned about several issues of First Securities, including compensation system, employee stock ownership trust, employee attrition, and human resource management.

This issue was explained by Chairperson and President of First Securities. Chairperson then announced to rule the voting process.

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Resolution:

Presenting by shareholders (present or proxy): 9,025,451,555 shares

Approved votes: 8,074,822,972 shares/89.47% (3,339,140,949 shares from E-voting)

Against votes: 14,310,443 shares/0.16% (14,310,443 shares from E-voting)

Abort votes: 936,318,140 shares/10.37% (927,073,559 shares from E-voting)

RESOLVED , that the distribution of 2020 profits be and hereby were approved as proposed.

Discussion and Election Matters

• (i) Please approve the issuance of new shares via capitalization of profits of 2020.

Explanation:

1. In order to boost capital base and strengthen financial structure, it is proposed to appropriate NT$1,283,580,100 from the 2020 distributable earnings as stock dividends pursuant to Article 240 of the Company Act. The par value of the shares to be issued is NT$10 and the total number of the common shares to be issued is 128,358,010 shares and the total paid-in capital would reach NT$129,641,590,880.

2. The Board of Directors is authorized to set the record date for the proposed capital increase after the approval of competent authority in connection therewith is granted. The distribution of the new shares should be made to the shareholders with no consideration at the ratio of 10 new shares for every 1,000 shares held by shareholders according to their respective shareholding as stated in shareholders’ register book on the record date. Shareholders may, within five days from the record date for stock dividend, apply to the stock affairs agent of the Company to combine fractional shares into one share. Odd lots less than one share thus collected by the Company will be placed at its par value with specific parties as determined by the Chairperson under the authorization of the AGM.

3. The rights and obligations of the new shares to be issued under the proposed capital increase shall be the same as those of the existing shares of the Company.

4. The Board of Directors is authorized to make necessary amendment to the proposed capital increase if so instructed by the competent authority.

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1. If the number of the outstanding shares of the Company is subsequently changed due to any share buy-back by the Company, the transfer, conversion, cancellation of the shares or other circumstances resulting in the increase or decrease of the number of the outstanding shares, the Board of Directors is authorized to adjust the distribution of dividends as appropriate.

2. This proposal has been approved by the 35[th] board meeting of the 6[th] term of Board of Directors and duly reviewed by Audit Committee.

Upon emcee’s announcement and explanation of discussion matter, no shareholder raise opinion. Chairperson announced to rule the voting process.

Resolution:

Presenting by shareholders (present or proxy): 9,025,451,555 shares Approved votes: 8,087,158,652 shares/89.60% (3,351,476,629 shares from E-voting) Against votes: 2,028,140 shares/0.02% (2,028,140 shares from E-voting)

Abort votes: 936,264,763 shares/10.38% (927,020,182 shares from E-voting)

RESOLVED , that the issuance of new shares via capitalization of profits of 2020 be and hereby were approved as proposed.

(ii) Election for Company’s 7[th] term of board of directors and independent directors.

Explanation:

1. The term of office of the Company’s 6[th] term of board of directors will expire on June 25, 2021. It is proposed to elect the 7[th] term of board of directors and independent directors at this year’s (2021) annual general shareholders meeting.

2. Pursuant to Article 21 and Article 21-1 of the Articles of Incorporation of Company, the Company’s Board of Directors is composed of 15 to 21 directors, elected by the shareholders meeting from among persons with disposing capacity in accordance with the Financial Holding Company Act and the Company Act. Starting from the Company’s 5[th] term of board of directors, the election of directors and independent directors shall adopt the candidate nomination system, and the shareholders shall elect directors and independent directors from among the nominees listed in the roster of candidates. The number of independent directors shall not be less than two (2) and not less than one-fifth (1/5) of the total number of directors.

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1. In consideration of the Company’s scale of operations and development and in response to global governance practice, it is proposed to elect 15 directors (including 5 independent directors) for the 7[th] term of board of directors. The term of office shall commence on June 26, 2021 and shall end on June 25, 2024.

2. Names of candidates for directors and independent directors are listed in the Meeting Handbook page 45~47, which was to conform to Article 192-1 of the Company Act and “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies”. The list has been examined and approved by the 35[th] board meeting of the 6[th] term of board of directors.

3. Please vote.

Supplementary:

According to “Measures for Public Companies to Postpone Shareholders’ Meetings for Pandemic Prevention”, which was published by FSC on May 20[th] 2021, the Company’s new Board of Directors should be on board from the elected day, which means the 7[th] term of board of directors shall commence on July 20, 2021 and shall end on July 19, 2024.

Upon emcee’s announcement and explanation of discussion and election matter, no further questions were raised. The Chairperson announced to rule the voting process.

After finishing the election, the Chairperson announced the results of the voting.

Elected independent directors of the 7[th] term are as follows:

#	ID Number	Name	Elected Votes(E-Voting)
1	N22360xxxx	Ms. Hung-Yu Lin	2,481,953,615(2,481,817,173)
2	F22061xxxx	Ms. Wen-Ling Hung	2,448,836,191(2,448,699,750)
3	J12041xxxx	Mr. Chun-Hung Lin	2,303,567,013(2,303,418,763)

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#	ID Number	Name	Elected Votes(E-Voting)
4	J22123xxxx	Ms. Rachel J. Huang	2,302,959,134(2,302,811,854)
5	D12084xxxx	Mr. Yen-Liang Chen	2,302,039,482(2,301,893,254)

Elected directors of the 7[th] term are as follows:

#	Shareholder ID	Name	Elected Votes(E-Voting)
1	1250015	Ministry of FinanceDelegate: Ms. Ye-Chin Chiou	12,513,413,313(3,057,344,439)
2	1250015	Ministry of FinanceDelegate: Ms. Fen-Len Chen	11,966,740,691(3,110,233,912)
3	1250015	Ministry of FinanceDelegate: Mr. Shang-Chih Wang	11,770,015,544(2,821,168,778)
4	4562879	Global Vision Investment Co., LtdRepresented by Mr. An-Fu Chen	11,288,138,811(2,000,716,746)
5	1250015	Ministry of FinanceDelegate: Ms. Hsin-Lu Chang	10,252,036,566(2,818,842,323)
6	1250015	Ministry of FinanceDelegate: Ms. Shing-Rong Lo	7,961,401,284(2,812,668,701)
7	1250012	Bank of TaiwanDelegate: Mr. Ming-Jen Yao	7,884,405,140(2,100,048,172)

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#	Shareholder ID	Name	Elected Votes(E-Voting)
8	1250015	Ministry of FinanceDelegate: Mr. Tung-Fu Lin	7,807,408,996(2,198,254,131)
9	1250012	Bank of TaiwanDelegate: Ms. Su-Chu Hsu	7,788,159,960(2,098,109,525)
10	1250015	Ministry of FinanceDelegate: Mr. Chih-Chuan Chen	7,768,718,433(2,820,055,622)

Fail to be elected:

#	ID Number	Name	Elected Votes(E-Voting)
1	1250015	Ministry of FinanceDelegate: Ms. Chia-Chen Lee	486,494,131(486,494,131)
2	4675749	Golden Gate Investment Co., LtdRepresented by Mr. Tien-Yuan Chen	695,540,277(695,540,277)

• (iii) Please approve the release of Non-Competition restriction on the 7[th] term Board of Directors..

Explanation:

1. According to Article 209-1 of the Company Act, Directors shall explain the major impact and seek approval from shareholders meeting with regard to their engagement with peers.

2. Please refer to Meeting Handbook page 49 as the explanation of the 7[th] term of Directors’ engagement with peers, upon approving release of restrictions of competitive activities of Directors.

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1. This proposal has been approved by the 35[th] board meeting of the 6[th] term of board of directors.

Upon emcee’s announcement and explanation of discussion matter, no shareholder raise opinion. Chairperson announced to rule the voting process.

Resolution:

Presenting by shareholders (present or proxy): 8,068,564,064 shares (Shares of abstain from voting: 956,887,491 were excluded)

Approved votes: 7,122,288,867 shares/88.27% (3,343,494,335 shares from E-voting)

Against votes: 6,577,085 shares/0.08% (6,577,085 shares from E-voting)

Abort votes: 939,698,112 shares/11.65% (930,453,531 shares from E-voting)

RESOLVED , that the release of Non-Competition restriction on the 7[th] term Board of Directors be and hereby were approved as proposed.

Extemporary motions:

Shareholder (No. 4362415) spoke of several topics, including director’s remuneration and employee’s compensation, technical issues of overseas branch operating, the amounts of unsecured loan, peers ranking, return on stock and bond investment, and strategies for Securities and Insurance subsidiaries.

This issue was responded by Chairperson, Head of Accounting Department of Company, President of First Bank, and EVP of First Bank. Upon a motion duly made and second, the meeting was adjourned at 11:01 a.m.

Ye-Chin Chiou

Chairperson of the meeting

Jung-Wen Tsai, / Huan-Hsu Tseng

Recorder

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