PSC — AGM Information 2022

Jul 6, 2022

Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.

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Meeting Minutes of 2022 General Shareholders’ Meeting

• Time and Date: 9:00 AM, June 23, 2022.

• Place: No. 8, Dongxing Rd., Taipei City, Taiwan R.O.C (Physical shareholders’ meeting)

• Total outstanding shares: 1,455,831,343 shares. Total shares represented by shareholders present in person or by proxy: 981,071,250 shares (of which, 759,782,231 shares voted via electronic transmission). Percentage of shares held by shareholders present in person or by proxy: 67.38 % .

•  Chairman: LIN,KUAN-CHEN, the Chairman of the Board of Directors

•  Directors present in person: LIN, KUAN-CHEN, CHANG, MING-CHEN

•  Directors present via live-streaming: LIU, TSUNG-YI, CHEN, KUO-HUI, HSIEH HUNG, HUI-TZU, LU, LI-AN, CHEN, CHING-YI, CHEN, YI-LING, LEE, CHI-MING, TU, LI-YANG, LEE, SHU-FEN, DUH, BOR-TSANG, JUANG, JING-YAU

•  Independent directors present via live-streaming: LIANG,YANN-PING, PAI, CHUN-NAN, SONG, YUNG-FONG, HORNG, YUAN-CHUAN

•  Recorder: WANG,YUEH-LIN

A. Chairman's Address (omitted)

B. Report Items

(1) 2021 Business Report

• Explanation: The Company’s Business Report for 2021, please see meeting agenda Appendix I (page 6~7)

(2) 2021 Audit Committee's Review Report

Explanation: For 2021 Audit Committee's Review Report, please see meeting agenda Appendix II (page 8)

(3) 2021 Remuneration of Employees and Directors

Explanation:

• 1) Comply with the Ordinance No. 10402413890(June 11, 2015) and the Ordinance No. 10402427800(October 15, 2015) issued by the Ministry of Economic Affair.

• 2) In accordance with Article 23 of the Company’s bylaws, the Company will distribute compensation to employees and the Directors from pre-tax profits. Where the company has pre-tax profits, the total value of funds to be distributed among employees shall not be less than 1.6% of pre-tax profits; while the total value of funds to be distributed among the Directors shall not be more than 2% of pre-tax profits. If the company has losses carried forward, compensation should only be paid to employees and Directors after funds have been set aside as reserve for such losses.

• 3) The proposal of 2021 Remuneration of Employees and Directors has been approved by the 3th meeting of the 5th Remuneration Committee and the 4th meeting of 12th Board of

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Directors. It is proposed that a total of NT$94,748,034 (2%) to be distributed to employees and NT$94,748,034 (2%) to be distributed to Directors in accordance with the allocation rules of the 2st meeting of the 12th Board of Directors. The above mentioned compensation will be in cash.

C. Items to be Adopted

■ Motion 1 (proposed by the Board of Directors)

Topic: Adoption of the 2021 business report, consolidated financial statements and financial statements

Explanation

• (1) The 2021 consolidated financial statements and the financial statements have already been successfully audited by CPA Lin, Se-Kai and CPA Lo, Chiao-Sen of PricewaterhouseCoopers Taiwan.

• (2) The business report, the consolidated financial statements and the financial statements have been reviewed by the Audit Committee and approved by the 4th Meeting of the Twelveth term Board of Directors (March 8, 2022)

• (3) For the business report, the consolidated financial statements and the financial statements, please see meeting agenda Appendix I (page 6~7) and Appendix III (page 9~34).

Voting Result: 981,071,250 shares were represented at the time of voting.

963,772,484 shares voted for the proposal (of which 742,586,465 shares exercised via electronic transmission).

343,447 shares voted against the proposal (of which 343,447 shares exercised via electronic

transmission).

16,955,319 shares abstain from voting (of which 16,852,319 shares exercised via electronic transmission).

0 shares invalid from voting (of which 0 shares exercised via electronic transmission).

• 98.236747% of the shares were cast in favor of this proposal, which was more than 50% of the shares represented at the time of voting.

RESOLVED, that the above proposal be and hereby were accepted as submitted.

■ Motion 2 (Proposed by the Board of Directors)

Topic: Adoption of the Proposal for the 2021 earnings distribution Explanation:

• (1) The proposal for distribution of 2021 earnings are prepared in accordance with regulations and the Company’s Articles of Incorporation. Please refer to the 2021 Earnings Distribution Proposal as meeting agenda Appendix IV (page 35).

• (2) After first being decreased by NT$106,421,343 as a result of remeasurement of defined benefit plans, and then setting aside legal reserve(10%) , special reserve(20%), and reversing special reserve NT$3,413,183 employees’ transformation training expenditure arising from the development of fintech to 2021, according to Jin-Guan-Zheng-Quan Letter No. 1080321644. The unappropriated earnings available for distribution for 2021 is

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NT$2,755,671,141. Proposed cash dividend is NT$2,751,521,239, which is equivalent to NT$1.89 per share. Upon the approval of Shareholders' Meeting, it is proposed that the Board of Directors be authorized to resolve the ex-dividend date.

• (3) In the event that the shares outstanding changes, it is proposed that the Board of Directors be authorized to adjust the amount per share to be distributed to shareholders based on the number of actual shares outstanding on the record date for distribution. Dividends of less than NT$1 shall be transferred to the Company's Employee Benefit Council.

Voting Result: 981,071,250 shares were represented at the time of voting.

965,564,221 shares voted for the proposal (of which 744,378,202 shares exercised via electronic transmission);

363,646 shares voted against the proposal (of which 363,646 shares exercised via electronic transmission).

• 15,143,383 shares abstain from voting (of which 15,040,383 shares exercised via electronic transmission).

• 0 shares invalid from voting (of which 0 shares exercised via electronic transmission).

98.419377% of the shares were cast in favor of this proposal, which was more than 50% of the shares represented at the time of voting.

RESOLVED, that the above proposal be and hereby were accepted as submitted.

D. Items for Discussion

■ Item 1 (Proposed by the Board of Directors)

Topic：Amendment to the Articles of Incorporation. Please proceed to vote. Explanation:

• (1) According to Presidential Order NO.11000115851, which announced the amendment of Company Act Article 172-2. A company may explicitly provide for in its Articles of Incorporation that its shareholders’ meeting can be held by means of visual communication network, partly visual communication network or other methods promulgated by the central competent authority.

• (2) For chart comparing the changes, please see meeting agenda Appendix V (page 36).

Voting Result: 981,071,250 shares were represented at the time of voting.

963,326,562 shares voted for the proposal (of which 742,140,543 shares exercised via electronic transmission);

358,860 shares voted against the proposal (of which 358,860 shares exercised via electronic transmission).

17,385,828 shares abstain from voting (of which 17,282,828 shares exercised via electronic transmission).

0 shares invalid from voting (of which 0 shares exercised via electronic transmission).

• 98.191294% of the shares were cast in favor of this proposal, which was more than 50% of the shares represented at the time of voting.

RESOLVED, that the above proposal be and hereby were accepted as submitted.

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■ Item 2 (Proposed by the Board of Directors)

Topic：Amendment to the procedures for Acquisition or Disposal of Assets Explanation:

• (1) Revised in accordance with the Jin-Guan-Zheng-Quan Letter No. 11103804655.

• (2) In accordance with the amendments to “ Regulations Governing the Acquisition and Disposal of Assets by Public Companies” issued by the FSC, dated January 28, 2022, the procedures for Acquisition and Disposal of Assets should be amended.

• (3) For the comparison table of amendments to “procedures for Acquisition and Disposal of Assets”, please see meeting agenda Appendix VI (page 37~54).

Voting Result: 981,071,250 shares were represented at the time of voting.

963,388,267 shares voted for the proposal (of which 742,202,248 shares exercised via electronic transmission);

349,334 shares voted against the proposal (of which 349,334 shares exercised via electronic transmission).

17,333,649 shares abstain from voting (of which 17,230,649 shares exercised via electronic transmission).

0 shares invalid from voting (of which 0 shares exercised via electronic transmission).

98.197584% of the shares were cast in favor of this proposal, which was more than 50% of the shares represented at the time of voting.

RESOLVED, that the above proposal be and hereby were accepted as submitted.

■ Item 3 (Proposed by the Board of Directors)

Topic：Amendment to the Articles of Rules and Procedures of Shareholders’ Meeting. Please proceed to vote.

Explanation:

• (1) According to 8 March 2022 Letter No. Taiwan-Stock-Governance-11100042501 of the Taiwan Stock Exchange Corporation.

• (2) For chart comparing the changes, please see meeting agenda Appendix VII (page 55~70).

Voting Result: 981,071,250 shares were represented at the time of voting.

963,367,745 shares voted for the proposal (of which 742,181,726 shares exercised via electronic transmission);

385,426 shares voted against the proposal (of which 385,426 shares exercised via electronic transmission).

• 17,318,079 shares abstain from voting (of which 17,215,079 shares exercised via electronic transmission).

• 0 shares invalid from voting (of which 0 shares exercised via electronic transmission).

98.195492% of the shares were cast in favor of this proposal, which was more than 50% of the shares represented at the time of voting.

RESOLVED, that the above proposal be and hereby were accepted as submitted.

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5. Provisional Motions: None.

6. Meeting Adjourned

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