FFHC — AGM Information 2022

Jun 29, 2022

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The Meeting Minutes of

2022 Annual General Meeting for

First Financial Holding Company (the “Company”)

(Excerpt Translation)

Date and Time: June 17, 2022 at 9:00 a.m.

Place: 22 Fl., No.30, Sec. 1, Chung King S. Rd., Taipei City (the auditorium of the headquarters of First Commercial Bank Co., Ltd.)

Supplementary video conferencing platform: “AGM E-Voting Platform” (https:// www.stockvote. com.tw)

Total outstanding shares of the Company: 12,964,159,088 shares

Total shareholders reside in China: 3,141,522 shares

Total outstanding shares eligibly for the meeting: 12,961,017,566 shares

Total shares represented by shareholders present: 7,973,839,498 shares

Percentage of share held by shareholders present: 61.52%

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

Chien-Hung Cho(CPA)

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

Recorder: Yu-Shan Li, 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).

3. 1 -

Report Matters

Proposal:

• (i) President reported the business operation of the Company in 2021. (Detailed in Meeting Handbook, page 6-9.)

• Shareholder (No.7770002) questioned about market share as Subsidiary Securities’ KPI.

• Shareholder (No.3333841) concerned several post-pandemic issues, including business strategy, overseas plans, possible extra provisionings and extension of Bank’s CEO retirement.

• Shareholder (No.4400806) suggested issues about raising Employee Stock Ownership Trust and employees’ promotion bonus.

• Shareholder (No. 4063537) spoke issues of cost efficiency of Bank’s digitization, real estate exposure strategy among post-pandemic era and risk control under Russian-Ukrainian War.

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

• (ii) Audit Committee reported the auditing process of 2021 financial statements. (Detailed in Meeting Handbook, page11.)

• (iii) Report of the distribution of employee’s compensation and director’s remuneration in 2021.

Explanation:

1. This proposal was to conform to Article 34-1 of the Articles of Incorporation of Company, and has been approved by the 10[th] board meeting of the 7[th] term of the Board of Directors.

2. The 2021 distribution was listed below: Net profit before tax which has not deducted employee’s compensation and director’s remuneration: NTD 19,956,314,131

3. Employee’s compensation distributed – Cash (0.0497%): NTD 9,918,288 Director’s remuneration distributed – Cash (0.90%): NTD 179,606,827

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Shareholder (No. 7770002) concerned about market share of brokerage business, profitability, and KPI adjustment of Securities.

This issue was responded by President of FHC.

(After Two Recognition Matters & Four Discussion Matters are discussed, the voting

process will be proceeded and resolutions will be announced accordingly)

Recognition Matters

• (i) Business Report and Consolidated Financial Statements for the Year 2021. (Detailed in Meeting Handbook, page 16-37.)

Explanation:

The Company's business operation report and consolidated financial statements for the year 2021 have been reviewed by Audit Committee and duly approved by the 9[th] meeting of the 7[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, no shareholder raise opinion. After Recognition and Discussion Matters are discussed, the voting process will be proceeded.

Resolution:

Presenting by shareholders (present or proxy): 7,985,592,306 shares

Approved votes: 7,046,593,689 shares/88.24% (6,688,630,936 shares from E-voting)

Against votes: 7,192,612 shares/0.09% (7,192,612 shares from E-voting)

Abort votes: 931,806,005 shares/11.67% (925,090,237 shares from E-voting)

RESOLVED , that the Business Report and the Consolidated Financial Statements of 2021 be and hereby were approved as submitted.

• (ii) Distribution of 2021 Profits. (Detailed in Meeting Handbook, page 39.)

Explanation:

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• 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 2021 is NT$19,739,044,758. After taking other items which were not belonging to net income into account, the adjusted unappropriated earnings is NT$20,323,544,312. In accordance with the applicable laws to retain the amount of NT$2,032,354,431 as the legal reserve, plus the amount of beginning retained earnings of NT$9,797,172,268, the total distributable profit of this year is NT$28,088,362,149 and is proposed to be distributed as follows: (Please see Attachment)

• A. NT$12,964,159,088 as cash dividends (NT$1 per share).

• B. NT$2,592,831,810 as stock dividends (20 new shares per 1,000 existing shares).

• C. Year-end balance of accumulated profits is NT$12,531,371,251.

• Other items mentioned previously include: (1) NT$456,119,432 of actuarial adjustment on defined benefit plans; (2) NT$128,380,122 of gains/losses of equity instruments designated at FVTOCI

• 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.

• 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.

• 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.

• This proposal for the distribution of profits has been approved by the 11[th] board meeting of the 7[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.7770002) questioned about several issues, including brokerage business, market share of Securities Investment Trust, trading volume, profitability, peers comparison, and risk control under pandemic.

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This issue was explained by Presidents of FHC, First Securities and First Securities Investment Trust.

After Recognition and Discussion Matters are discussed, the voting process will be proceeded.

Resolution:

Presenting by shareholders (present or proxy): 7,985,592,306 shares

Approved votes: 7,063,106,022 shares/88.45% (6,705,150,706 shares from E-voting)

Against votes: 1,976,023 shares/0.02% (1,976,023 shares from E-voting)

Abort votes: 920,510,261 shares/11.53% (913,787,056 shares from E-voting)

RESOLVED , that the distribution of 2021 profits be and hereby were approved as proposed.

Discussion Matters

• (i) Please approve the issuance of new shares via capitalization of profits of 2021.

Explanation:

1. In order to boost capital base and strengthen financial structure, it is proposed to appropriate NT$2,592,831,810 from the 2021 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 259,283,181 shares and the total paid-in capital would reach NT$132,234,422,690.

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 20 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. 5 -

4. 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.

5. The board of directors is authorized to make necessary amendment to the proposed capital increase if so instructed by the competent authority.

6. 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.

7. This proposal has been approved by the 11[th] board meeting of the 7[th] term of board of directors and duly reviewed by Audit Committee.

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

Shareholder (No.7770002) suggested about several issues, including autonomous management over Securities, revoking KPI of brokerage market share, employee bonus share of Securities, and participation of labor union representative at Board meeting issues.

This issue was explained by Chairperson and President of FHC.

After Recognition and Discussion Matters are discussed, the voting process will be proceeded.

Resolution:

Presenting by shareholders (present or proxy): 7,985,592,306 shares

Approved votes: 7,062,293,468 shares/88.44% (6,704,344,886 shares from E-voting)

Against votes: 2,447,892 shares/0.03% (2,447,892 shares from E-voting)

Abort votes: 920,850,946 shares/11.53% (914,121,007 shares from E-voting)

RESOLVED , that the issuance of new shares via capitalization of profits of 2021 be and hereby were approved as proposed.

• (ii) To conform to the amendment to “The Company Act”, it is proposed that certain articles of “The Articles of Incorporation of the Company” be amended.

Explanation:

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• Public Companies were allowed to hold video conferencing as AGM according to the amendment to Article 172-2 of Company Act announced on December 29[th] , 2021. The shareholders’ meeting may be held via video conferencing or by other means announced by the central competent authority to guarantee the shareholders’ rights.

• Please find the comparison table of the amended articles and description thereto. (Detailed in Meeting Handbook, page 45.)

• This proposal has been approved by the 11[th] board meeting of the 7[th] term of board of directors.

Upon emcee’s announcement and explanation of discussion matter, no shareholder raise opinion.

After Recognition and Discussion Matters are discussed, the voting process will be proceeded.

Resolution:

Presenting by shareholders (present or proxy): 7,985,592,306 shares

Approved votes: 6,897,375,983 shares/86.37% (6,539,427,401 shares from E-voting)

Against votes: 147,459,551 shares/1.85% (147,459,551 shares from E-voting)

Abort votes: 940,756,772 shares/11.78% (934,026,833 shares from E-voting)

RESOLVED , that the amendments to the Articles of Incorporation of the Company be and hereby were approved as proposed.

(iii) Please approve the amendments to the Rules Governing the Acquisition and Disposal of Assets of the Company.

Explanation:

1. To conform to the amended "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" per the letter issued by the Financial Supervisory Commission dated January 28[th] , 2022, so an amendment is made.

2. Please refer to Attachment 6 detailing comparison table and description of the amended articles of the Procedures Governing the Acquisition and Disposal of Assets of First Financial Holding Co., Ltd..

3. 7 -

4. This proposal has been approved by the Audit Committee and the 11[th] board meeting of the 7[th] term of board of directors.

Upon emcee’s announcement and explanation of discussion matter, no shareholder raise opinion.

After Recognition and Discussion Matters are discussed, the voting process will be proceeded.

Resolution:

Presenting by shareholders (present or proxy): 7,985,592,306 shares

Approved votes: 7,063,261,072 shares/88.45% (6,705,312,490 shares from E-voting)

Against votes: 1,665,432 shares/0.02% (1,665,432 shares from E-voting)

Abort votes: 920,665,802 shares/11.53% (913,935,863 shares from E-voting)

RESOLVED , that the amendments to the Rules Governing the Acquisition and Disposal of Assets of the Company be and hereby were approved as proposed.

• (iv) 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 67 as the explanation of the 7[th] term of directors’ engagement with peers, upon approving release of restrictions of competitive activities of directors since July 20[th] , 2021.

3. This proposal has been approved by the Audit Committee and the 10[th] board meeting of the 7[th] term of board of directors.

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

Shareholder (No. 4432939) showed support and encouragement to management team.

This issue was responded by Chairperson.

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After Recognition and Discussion Matters are discussed, the voting process will be proceeded.

Resolution:

Presenting by shareholders (present or proxy): 7,019,135,941 shares (Shares of abstain from voting: 966,456,365 were excluded)

Approved votes: 6,092,287,128 shares/86.80% (5,734,338,546 shares from E-voting)

Against votes: 4,253,555 shares/0.06% (4,253,555 shares from E-voting)

Abort votes: 922,595,258 shares/13.14% (915,865,319 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.

Shareholders opinions through supplementary video conferencing.

1. Shareholder (No. 4733254) suggested to increase stock dividend to 0.3 dollar to enhance capital adequacy ratio.

2. Shareholder (No. 4924275) questioned about the future dividend policy

Each issue was explained by President.

Chairperson then announced to rule all the voting processes.

Extemporary motions:

Shareholder (No. 4845185) spoke of topic about installing RO water dispenser on each floor of First Bank headquarter.

This issue was responded by EVP of First Bank. Upon a motion duly made and second, the meeting was adjourned at 10:45 a.m.

Ye-Chin Chiou

Chairperson of the meeting

Yu-Shan Li, / Huan-Hsu Tseng

Recorder

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