IBF — AGM Information 2017

Jul 12, 2017

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Notice of 2017 Annual General Shareholders’ Meeting

（ Summary Translation ）

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This document is prepared in accordance with the Chinese version and is for reference only. In the event of any discrepancy between the English version and the Chinese version, the Chinese version shall prevail.

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The 2017 Annual General Shareholders’ Meeting(the “Meeting”) of Waterland Financial Holding Co., Ltd. (the “Company”) will be held at 2F., No.113, Sec.7, Jhongshan N. Rd., Shihlin Dist., Taipei City, Taiwan, R.O.C.(National Training Institute For Farmers' Organizations TIEN-MOU Convention Center) at 09:00 a.m., on June 16, 2017.

1. The agenda of the Meeting are as follows:

2. (1)Report items

   • (A)2016 Business Report

   • (B)Audit Committee's Review Report on the 2016 Financial Statements

   • (C)Report on distribution of employees' compensation and directors' remuneration of 2016

   • (D)Implementation of Share Buyback Program

3. (2)Recognition items

   • (A)Adoption of the 2016 Business Report and Financial Statements

   • (B)Adoption of the Proposal for Distribution of 2016 Profits

4. (3)Discussion items (A)

   • (A)Proposal for a new share issue through capitalization of earnings.

   • (B)Amendment to the Operational procedures for Acquisition and Disposal of Assets

5. (4)Election items

The 6th Election of Directors(including Independent Directors)

(please refer to the appendix)

(5)Discussion items (B)

  - (A)Proposal for Release the Prohibition on Directors from Participation in Competitive Business

• (6)Provisional motions

• The Company's proposal for the distribution of profits for fiscal 2016, as resolved by the Board:

• (1)Stock Dividend: Total amount of NT$405,911,230, equivalent to TWD 0.15 per share dividend paid in stock. (15 shares per 1,000 shares)

• (2)Cash Dividend: Total amount of NT$1,488,341,152, equivalent to TWD 0.55 per share dividend paid in cash.

• Suspension of share transfer registration from April 18, 2017 to June 16, 2017 in accordance with Article 165 of the “Company Act”.

• Please find enclosed the 2017 Annual General Shareholders Meeting Notice and one copy of the proxy. Should you wish to attend the meeting in person, please sign or stamp your personal chop on the Notice and proceed with check-in on the day of the meeting. Should you wish to appoint a proxy to attend the meeting on your behalf, please sign or stamp your personal chop on the proxy application form, fill in the name and address of your proxy, have your proxy sign or stamp his or her personal chop on the form and deliver the form(which must be received within five (5) days prior to the meeting) to the Company’s designated agent (i.e., Stock Register of Waterland Securities Co. Ltd., 4F., No.199, Sec. 3, Chongqing N. Rd., Datong Dist., Taipei City) for processing the delivery of attendance cards.

• 5.The Company has appointed Stock Register of Waterland Securities Co. Ltd., to verify the shareholder proxy.

• In the event of public solicitation of proxy for the Annual General Shareholders Meeting, the Company shall upload related information to the website of the Securities and Futures Institute (http://free.sfi.org.tw) by May 16, 2017. Please check the website for further information on this matter.

• Voting rights of the Annual General Shareholders Meeting may be exercised by way of electronic transmission between May 17 and June 13, 2017. Further information can be obtained by logging on to the “Electronic Voting Platform for Shareholders” on the website of Taiwan Depository and Clearing Corporation (http://www.stockvote.com.tw). Pursuant to the “Company Act”, any shareholder that has exercised voting rights via electronic transmission is deemed to have attended the shareholders meeting in person. Where those who have exercised voting rights via electronic transmission and who have also authorized a proxy to attend the shareholders meeting on their behalf, the voting right exercised by the

authorized proxy shall prevail.

1. A shareholder who does not intend to participate in the shareholders’ meeting may present the notice to the shareholders’ meeting to the Agent For Stock Affairs Section of Waterland Securities Co. Ltd. to pick up gifts during June 12, 2017~ June 16, 2017, 8:30 a.m. ~ 4:00 p.m.

2. 9.shareholders who exercise electronic voting may present the identification document to the Agent For Stock Affairs Section of Waterland Securities Co. Ltd. to pick up gifts for shareholders during June 19, 2017~ June 23, 2017, 8:30 a.m. ~ 4:00 p.m.

3. Gifts will not be delivered through mail service and not available after the shareholders’ meeting.

Respectfully, Board of Directors Waterland Financial Holding Co., Ltd.

Appendix:

List of Director (Including Independent Director) Candidates

Title/ Name	Shareholdings (shares)	Education & Professional Qualifications	Major Past Positions & Current Positions
Director Chi-Lin Wea (Ren Wang Co., Ltd.)	53,830,821	Ph.D. in Economics, University of Paris	Major Past Positions:  Dean, Graduate Institute of International Business, National Taiwan University  Secretary General of the Cabinet, Taiwan Government (Republic of China)  Chairman, Land Bank of Taiwan Current Positions:  Chairman,Waterland Financial Holdings  Chairman,International Bills FinanceCorp.
Director Steven Hung (Ren Wang Co., Ltd.)	53,830,821	L.L.B., National Taiwan University	Major Past Positions:  Chairman,Waterland Financial Holdings  Chairman,Taiwan Financial Asset Service Corporation  Independent Director, China Steel Corporation Current Positions:  Chairman, Waterland Securities Co., Ltd.  Director, Waterland Financial Holdings
Director Chin-Yuan Kung (Ren Wang Co., Ltd.)	53,830,821	Taipei Institute of Technology	Major Past Positions:  Director, Taiwan Business Bank Co.,Ltd.  Director, First Financial Holdings  Director,First Commercial Bank Co.,Ltd.

Title/ Name	Shareholdings (shares)	Education & Professional Qualifications	Major Past Positions & Current Positions
			Current Positions  Representative, Lidu Real Estate (Shanghai) Co., Ltd.  Director, Waterland Financial Holdings
Director Chih-Chiang Ho (Ren Wang Co., Ltd.)	53,830,821	Master , University of Stirling	Major Past Positions:  Chairman, Pacific Securities Co., Ltd.  Vice Chairman, Pacific Securities Co., Ltd. Current Positions:  Vice Chairman, Waterland Securities Co., Ltd.  Director, Waterland Financial Holdings
Director Cheng-Lin,Chen (Ren Wang Co., Ltd.)	53,830,821	Vanung University	Major Past Positions:  Chairman,Pauguo Realestate Management Co., Ltd. Current Positions:  Chairman,Pauguo Realestate Management Co.,Ltd.
Director (First Commercial Bank)	82,889,217	－	－
Director (Taiwan Cooperative Bank)	48,648,588	－	－
Director (Hua Ji International Development Corp.)	197,658	－	－
Director (Hua-Kang International Asset Management Corp)	197,658	－	－
Independent Director (Yeong-Chyan Wu)	0	Ph.D. in law, University of Washington	Major Past Positions:  Dean,School of Lifelong Learning ,Shih Hsin University Current Positions:  President, Shih Hsin University  Independent Director, Waterland Financial Holdings
Independent Director (Joanna Lei)	0	Ph.D. Annenberg School, University of Pennsylvania	Major Past Positions:  Director, Eastern Broadcasting Co.,Ltd.  Member of the Legislative Yuan Current Positions:  Vice Chairman, DigiDom Cable TV Co., Ltd.  Independent Director, Waterland Financial Holdings

Title/ Name	Shareholdings (shares)	Education & Professional Qualifications	Major Past Positions & Current Positions
Independent Director (Ching-Sung Wu)	0	Ph.D.Universit y of California,Los Angeles	Major Past Positions:  Professor,College of Management,National Taiwan University Current Positions:  Dean,College of Business, Chinese Culture University  Independent Director, Waterland Financial Holdings
Independent Director (Yao-ShingWang)	0	Master of Public Finance, National Chengchi University	Major Past Positions:  Chairperson of the Board, Land bank of Taiwan  Division Director, Deputy Director, Director-general, Bureau of Monetary Affairs, Ministry of Finance, R.O.C.  Director-general, Training Institute, Ministry of Finance, R.O.C. Current Positions:  Associate Professor in MA programe in Management and Adminstration at College of Commerce in National Chengchi University  Independent Director, Waterland Financial Holding