IBF — AGM Information 2020

Jun 29, 2020

(Note: This English translation is provided for reference only and might not exactly reflect the true meaning or full text of the original language.)

Lexcel Partners Translation Draft May 8, 2020

(Translation) IBF Financial Holdings Co., Ltd. Notice of 2020 Annual Shareholders Meeting

1. This is to inform that the 2020 annual shareholders meeting (" Meeting ") will be held at the National Training Institute For Farmers' Organizations Tian-Mu Convention Center, addressed at 2F., No. 113, Sec. 7, Jhongshan N. Rd., Shihlin Dist., Taipei City, at 9 am on Friday, June 12, 2020.

2. Meeting agenda :

• (1) Matters to report : (i) business report for 2019, (ii) Audit Committee's review report on the financial statements for the fiscal year of 2019, and (iii) report on distribution of employees' compensation and directors' remuneration of 2019.

• (2) Matters to be recognized : (i) adoption of the business report and financial statements for the fiscal year of 2019, and (ii) adoption of the proposal for profits distribution of 2019.

• (3) Matters subject to discussion and election : (i) proposal for amendment to the "Rules of Procedure for Shareholders Meeting" of the Company, (ii) proposal for new share issuance through capitalization of earnings by the Company, (iii) election of directors of the 7th term of the Company, and (iv) release of non-competition restrictions to directors of the 7th term of the Company.

(4) Extemporary motions .

1. The board of directors of the Company has resolved the declaration of the dividends, which are proposed as follows:

   • (1) Cash dividend: NTD0.65 per share, amounting to NTD1,851,241,987 in total

   • (2) Stock dividend: NTD0.17 per share (i.e. 17 shares per 1,000 shares), amounting to 48,417,099 shares in total.

2. Election of thirteen (13) seats of directors (including four (4) seats of independent directors) will be made during the meeting, with the list of the candidate nominated under the nomination regime as follows:

【Director: Chi-Lin Wea in the capacity of the representative of Ren Wang Co., Ltd; ChinYuan Kung in the capacity of the representative of Ren Wang Co., Ltd; Steven Hung in the capacity of the representative of Ren Wang Co., Ltd; Cheng-Lin Chen in the capacity of the representative of Ren Wang Co., Ltd; Cheng-Fong Shih in the capacity of the representative of Ren Wang Co., Ltd; First Commercial Bank, Ltd; Taiwan Cooperative Bank; Hua Kang International Asset Management Co., Ltd.; and Michael Chen 】 , 【 Independent Director: Ching-Sung Wu, Shihchen Joseph Jao, Chen Shu Chuan and WeiLung Chen 】 . Please visit the website for the educational background and experience of

(Note: This English translation is provided for reference only and might not exactly reflect the true meaning or full text of the original language.)

Lexcel Partners Translation Draft May 8, 2020

each candidate at https://mops.twse.com.tw.

1. The agenda for release of non-competition restrictions to the directors to be newly elected and their respective representatives is made according to Article 209 of the Company Act to propose the shareholder meeting to agree on the release of non-competition restrictions to the directors to be newly elected and their respective representatives if the newly directors will fall under the circumstance acting for him/herself or on behalf of another person for the activity within the scope of the business of the Company. As to the contents of the concurrent positions of the directors to be newly elected and their respective representatives, please refer to the meeting agenda handbook and the supplemental materials posted in Market Observation Post System (https://mops.twse.com.tw/ basic information/electronic book/annual reports and meeting related materials (including depository receipt).

2. The entry of the shareholding into the shareholders roster will be suspended from April 14 to June 12, 2020 in accordance with Article 165 of the Company Act.

3. For those agenda of the shareholders meeting subject to further explanation of the major contents under Article 172 of the Company Act , please login the Market Observation Post System (https://mops.twse.com.tw) to click the "electronic books/annual reports and meeting related materials (including depository receipt)/ reference materials of each proposal for meeting".

4. According to Article 26-2 of the Securities and Exchange Act, for the shareholder holding less than one thousand shares, the notice for the annual shareholders meeting may be made by the public announcement thirty (30) days prior to the date of the meeting.

5. In addition to the announcement according to the laws and regulations, this notice letter is hereby served with a set of each of the attendance notice and proxy of the annual shareholders meeting as attached. Your attention and presence at the meeting is highly appreciated. If you will attend in person, please sign or apply your chop on the attendance notice and bring the same to register on the meeting date at the venue of the meeting; if you will appoint a proxy, please fill out the proxy form (the sixth copy) as well as the attendance notice (the third copy), and fold and return the same to the Company's stock service agency , Registrar & Transfer Agency Department of IBF Securities (Address: 4F., No. 199, Sec. 3, Chongqing N. Rd., Datong Dist., Taipei City 103, Taiwan (R.O.C.); Tel: (02)2593-6666), five(5) days prior to the meeting date for us to send the attendance card. In case of any failure to receive the attendance card, please bring your identity card to the meeting venue to apply for a replacement.

10. If there is any person soliciting proxies for the meeting, shareholders can visit Securities & Futures Institute (SFI)'s website for information from May 12, 2020 (http://free.sfi.org.tw) by keying in the check condition, clicking and checking the proxy public announcement of the meeting material. (Code: 2889)

(Note: This English translation is provided for reference only and might not exactly reflect the true meaning or full text of the original language.)

Lexcel Partners Translation Draft May 8, 2020

1. The agent responsible for tallying and verifying the proxies of this annual shareholders meeting refers to the Registrar & Transfer Agency Department of IBF Securities.

2. Shareholders of this annual shareholders meeting may exercise their voting rights electronically and the exercising period is from May 13 to June 9, 2020. Please enter the "STOCKVOTE platform" of Taiwan Depository & Clearing Corporation and follow the relevant instructions at http://www.stockvote.com.tw.

Sincerely, (To each shareholder)

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Board of Directors IBF Financial Holdings Co., Ltd.

(Note: This English translation is provided for reference only and might not exactly reflect the true meaning or full text of the original language.)

Lexcel Partners Translation Draft May 8, 2020

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List of directors (including independent) candidates of IBF Financial Holdings Co., Ltd. (Proposed by the board)

Title	Name	Education	Experience	Current Position	Holdings
Director	Ren Wang Co., Ltd.Representative: Chi-Lin Wea	Ph.D.(Economics),University of ParisM.A.,ImperialCollege,UniversityofLondon	Dean, Graduate Institute ofInternationalBusiness,NationalTaiwanUniversitySecretary-General of theCabinet, Executive YuanChairman, Land Bank ofTaiwanChairperson,Research,DevelopmentandEvaluationCommission,Executive YuanMinister,Directorate-GeneralofPersonnelAdministration, ExecutiveYuanChairman,TaiwanFinancial Asset ServiceCorporationDirector,Chung-HuaInstitution for EconomicResearchDirector, Taiwan StockExchange CorporationDirector,MegaBillsFinance Co.,Ltd.	Chairman, IBF FinancialHoldings Co., Ltd.Chairman, InternationalBillsFinanceCorporation	55,840,826shares
Director	Ren Wang Co., Ltd.Representative: Chin-Yuan Kung	NationalTaipeiUniversityofTechnology	Chairman, Tung-Ling Co.Ltd.Director, Taiwan BusinessBank, Ltd.Director, First FinancialHolding Co., Ltd.Director, First CommercialBank Co.,Ltd.	Director, IBF FinancialHoldings Co., Ltd.Legalrepresentative,ShanghaiLiduRealEstate Development Co.,Ltd	55,840,826shares
Director	Ren Wang Co., Ltd.Representative:Steven Hung	Bachelor of Law,NationalTaiwanUniversity	Chairman, IBF FinancialHoldings Co., Ltd.Chairman,InternationalBills Finance CorporationChairman, Taiwan AssetManagement CorporationIndependentDirector,China Steel Corporation	Chairman,IBFSecurities Co., Ltd.Director, IBF FinancialHoldings Co., Ltd.	55,840,826shares

(Note: This English translation is provided for reference only and might not exactly reflect the true meaning or full text of the original language.)

Lexcel Partners Translation Draft May 8, 2020

Title	Name	Education	Experience	Current Position	Holdings
			Director, Taiwan ExternalTradeDevelopmentCouncilDirector, China AirlinesLtd.Chairman,TaiwanFinancial Asset ServiceCorporation
Director	Ren Wang Co., Ltd.Representative: Cheng-Lin Chen	Vanung University	Chairman,PauguoRealestateManagementCo., Ltd.Chief Strategy Officer, He-Zhu Investment Co.,Ltd	Director, IBF FinancialHoldings Co., Ltd.Chairman,PauguoRealestate ManagementCo.,Ltd.	55,840,826shares
Director	Ren Wang Co., Ltd.Representative: Cheng-Fong Shih	M.A. (HospitalityManagement),Johnson & WalesUniversity, USA	Account Manager, TTVCultural Enterprise Co.,Ltd.Best Western Hotel Tria,Boston Front office Agent	CustomerServiceManager,BusinessMarketing,ChinaTelevisionCompany	55,840,826shares
Director	First Commercial Bank, Ltd	-	-	-	85,984,243shares
Director	Taiwan Cooperative Bank	-	-	-	50,465,092shares
Director	Hua Kang International AssetManagement Co.,Ltd.	-	-	-	205,038shares
Director	Michael Chen	M.Sc., the LondonSchoolofEconomicsandPolitical Science	Executive Director, BowaCommercial Bank Ltd.Director, IBF SecuritiesCo., Ltd.	Director, IBF FinancialHoldings Co., Ltd.Director,InternationalBillsFinanceCorporationVicePresident,IBFFinancial Holdings Co.,Ltd.	1,419,238shares
Independent director	Ching-Sung Wu	MBA, Universityof California, LosAngeles (UCLA)	ChairandProfessor,DepartmentofInternationalBusiness,NationalTaiwanUniversityDeanandProfessor,CollegeofBusiness,Chinese Culture UniversityVisitingprofessor,TsinghuaUniversitySchool of Economics andManagementVisiting Scholar, HarvardKennedy SchoolSupervisor,VanguardInternational	IndependentDirector,IBF Financial HoldingsCo., Ltd.EmeritusProfessor,NationalTaiwanUniversityResponsibleperson,Cheng-ChiMovieProduction Company	-

(Note: This English translation is provided for reference only and might not exactly reflect the true meaning or full text of the original language.)

Lexcel Partners Translation Draft May 8, 2020

Title	Name	Education	Experience	Current Position	Holdings
			SemiconductorCorporationIndependentdirector,MedigenBiotechnologyCorp.Director,FuhHwaFinancial Holding Co., Ltd.ExecutiveDirector,OverseasChineseCommercialBankingCorporationDirector,TaigenBiotechnologyCo.,Ltd.
Independent director	Shihchen Joseph Jao	MBA, UniversityofMissouri-ColumbiaB.A.(PublicFinance), CollegeofLawandBusiness, NationalChung-HsinUniversity(currentlyNational TaipeiUniversity)	Chairman,TaishinSecuritiesInvestmentTrust Company LimitedGeneral Manager, TaishinFinancial Holding Co., Ltd.EVP of East West Bankand Head of Internationalalso President of Shanghaisubsidiary bankGeneral Manager, CathaySecurities CorporationDirector, Cathay UnitedBankCEO, Corporate Finance,Cathay United BankCEO, Individual Finance,Cathay United Bank	Director,TIGERAIRTAIWAN CO., LTD.IndependentDirector,AMIDATechnology,Inc.Executive Director, PRJPartners CO., LTD.	-
Independent director	Chen Shu Chuan	MasterofBusinessAdministration inInternationalFinance, NationalTaipei University	Senior Consultant, ZUIICO., LTD.GeneralManagerandManaging Director, TaipeiBranch, The Bank of NewYork MellonVicePresident,TaipeiBranch, The Bank of NewYork MellonChief representative andresponsiblepersoninTaiwan,Taipeioffice,COMMERZBANKAKTIENGESELLSCHAFT	Senior Consultant, ZUIICO., LTD.Chairperson,FemaleLeadership Committee,TaiwanListedCompanies AssociationBoardCommitteeMember,ACAMSTaiwan Chapter	-
Independent director	Wei-Lung Chen	EMBA, College ofManagement,NationalTaiwanUniversity	Director, TAIFEXChairman,SinoPacSecurities Corporation	IndependentDirector,AGVPRODUCTSCORP.	-

(Note: This English translation is provided for reference only and might not exactly reflect the true meaning or full text of the original language.)

Lexcel Partners Translation Draft May 8, 2020

Title	Name	Education	Experience	Current Position	Holdings
			Chairman, SinoPac SITCGeneralManager,SecuritiesandFuturesInstituteDirector,ChangHwaCommercial Bank, Ltd.Deputy Director, SecuritiesandFuturesBureau,FinancialSupervisoryCommissionInsurance Deputy Director,Bureau,FinancialSupervisory CommissionSecretary-general,SecuritiesandFuturesBureauInsurance Deputy Director,Bureau,FinancialSupervisory CommissionSenior Specialist, LegalAffairsCommittee,Executive Yuan	IndependentDirector,JANFUSUNFANCYWORLDCORP.IndependentDirector,South China InsuranceCo., Ltd.*

*If the independent director candidate of Mr. Wei-Lung Chen is elected, he will concurrently resign from his incumbency of the independent director of South China Insurance Co., Ltd.