TBB - AGM Information 2019 | FinancialReports.eu

Meeting Minutes for 2019 Annual Shareholders' Meeting of Taiwan Business Bank Co., Ltd.

Time: Friday, June 14, 2019, at 9:00 am

Venue: Auditorium, 17F., No. 30, Tacheng St., Taipei City

Attendance: The total issued shares of the Bank was 6,393,880,193 shares. The shareholding of the attending shareholders on the date of the meeting was 4,039,569,452 shares (3,247,511,949 shares therein attended and exercised the voting rights by electronic means), representing 63.17% total issued shares.

Participants: Managing Director and President Chien-An Shih Managing Director Lien-Wen Liang Managing Director Shih-Yuan Tai

Director Shiu-Yen Lin Director Wen-Chieh Wang Director Hung-Sheng Yu Director Cheng-Chuan Kang Director Ying-Ming He Director Feng-Yung Liu Independent Director Xin-Wu Lin Independent Director Jin-Long Liu Independent Director Wei-Sheng Huang Ya-Wen Chiu, Attorney at law

Zheng-Xin Xu, Attorney at law Feng-Hui Lee, CPA

Chairman: Chairman Bor-Yi Huang

I. Call the Meeting to Order

The total number of shares issued by the Bank was 6,393,880,193 shares. The shareholding of the attending shareholders at the time of 9:00 a.m. was 4,037,027,794 shares (3,247,511,949 shares therein attended and exercised the voting rights by electronic means), representing 63.13% of total issued shares, which has complied with the legal requirement of more than one-half of the shares in attendance; therefore, the Chairman called the meeting to order according to the law.

II. Opening Remarks by Chairman

III. Report Matters

Report I

Explanation: The Bank's 2018 Operating Report. Description: For the Bank's 2018 Operating Report, please refer to page 7~25 of the Handbook.

Shareholder KuiHang Industrial Co., Ltd (Shareholder Number 485999) spoke regarding the remuneration band of the former and current

President, the case of staff being prosecuted due to vocational crimes, including the involving amount and the condition of trial by the court, and the comparison of allowance for bad debts allocated during 2018 and 2017, as disclosed in the 2018 annual report of the Bank.

Shareholder Number 458671 spoke regarding the talent cultivation plan, the performance of satisfaction survey on the staff of the Bank and customer satisfaction survey concerning the Bank, as well as the office environment and the replacement of dated equipment.

Shareholder ○-Heng Lee (Shareholder Number 10973) spoke regarding the comparison with other banks concerning the total amount of overdue loans, NPL ratio and coverage rate of the Bank for 2018.

The Chairman and the relevant personnel have made explanations on the above statements.

Resolution: Acknowledged.

Report II

Explanation: The Audit Committee’s review report on the 2018 financial statements of the Bank

Description: For the Audit Committee’s review report, please refer to page 3 of the Handbook.

Resolution: Acknowledged.

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Report III

Explanation: Reporting on the distribution of remuneration for employees and Directors of the Bank for 2018

Description:

1.Complying with Article 235-1 of the Bank Act, relevant distribution had been submitted to the 5th meeting of the 4th Remuneration Committee and the 6th meeting of the 15th Board of Directors and had received the approval.
2.Remuneration of employees and Directors for 2018 were distributed in cash and distributed as follows:
(I)Employee remuneration (6%): NT$583,736,336.
(II)Director remuneration (0.6%): NT$58,373,634.
- The proposed distribution for remuneration of employees and Directors shown above have been accounted for the expenses of the year according to requirements.

Resolution: Acknowledged.

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Report IV Explanation: Reporting on the merger between the Bank, Taiwan Business Bank Insurance Agency Co., Ltd. and Taiwan Business Bank Property Insurance Agency Co., Ltd.

Description:

1.In line with the government policy that promotes banks assuming the post as the insurance agency and encouraging the business combination, the Bank comprehensively promotes the corporate resources integration, expands the operating scale, and reinforces market competitiveness, so as to exert the maximum synergies.
2.The 4th meeting of the 15th Board of Directors reviewed and passed the “Engaging in Life and Property Insurance Agency Businesses, and merging with the subsidiaries - Taiwan Business Bank Insurance Agency Co., Ltd. and Taiwan Business Bank Property Insurance Agency Co., Ltd. (hereinafter, "TBB Insurance (Property) Agency").”
3.On Dec. 27, 2018, TBB applied to the Financial Supervisory Commission (hereinafter, the "FSC") for "Engaging in Life and Property Insurance Agency Businesses."
4.On Jan. 21, 2019, The Insurance Agency Association of the Republic of China reviewed and approved the application, and submitted such matter to the Insurance Bureau under the FSC for review.
5.“TBB Insurance (Property) Agency” was the subsidiary reinvested by the Bank with 100% ownership. All the shares issued before the merger were eliminated due to the merger, and no consideration shall be paid for the merger. The Bank also inherited relevant rights and obligations; all assets and liabilities of “TBB Insurance (Property) Agency” shall be combined into the Bank on the consolidation date based on its book value.

Shareholder ○-Heng Lee (Shareholder Number 10973) spoke regarding the reason for consolidating the proposals instead of dissolving the case.

The President has made explanations on the above statement.

Resolution: Acknowledged.

IV. Recognition Matters

Proposal I by the Board

Explanation: Adoption of the 2018 financial statements of the Bank. Description: The 2018 financial statements of the Bank, including the operating report, balance sheet, consolidated statement of profit or loss, statement of changes in equity, and statement of cash flow (please refer to page 7~40 of the Handbook) have been submitted to and passed by the 6th Board meeting of the 15th Board of Directors.

Shareholder KuiHang Industrial Co., Ltd (Shareholder Number 485999) spoke regarding the effects of the bad debt allowances provided for discounting and loan, and the impairment allowance for financial assets on profit or loss.

The President and the relevant personnel have made explanations on the above statement.

The voting method determined by Chairman: After all proposals have been discussed on a case by case basis, the voting for each case will be conducted at the same time.

Voting results:

Votingresults:
Number of Votes by Attending Shareholders	For		Against	Void	Abstain/ Did not vote
	Counts	Ratio (%)	Counts	Counts	Counts
4,039,566,344	3,559,496,151 (2,775,355,899 votes therein exercised the voting rights by electronic means)	88.11	1,738,544 (1,725,500 votes therein exercised the voting rights by electronic means)	0	478,331,649 (470,430,550 votes therein exercised the voting rights by electronic means)

Resolution: The case was passed as proposed after voting.

Taiwan Business Bank Co., Ltd.

Operating Report for 2018

The upward trend of global economy persists through the beginning of 2018 and remains a sustained expansion. However, under the effects of tariffs imposed by major economies such as the US and the corresponding retaliatory measures implemented by other economies, the global financial market remained turbulent. Throughout the year, except for the strong economic performance delivered by the US, the economic growth in other major countries such as Europe, Japan, and the PRC have seen a significant slowdown. According to the information from IHS Markit (December 2018), the estimated global economic growth rate for 2018 was 3.2%, slightly lower than 3.3% in 2017.

Benefitting from the stable growth of the global economy, the market condition for semiconductor and the demand for machinery experienced an upward trend in the first quarter of 2018, rendering an expansion for the commodity exports of Taiwan. The healthy growth of the public's salaries and the heated stock market led to an increase in private consumption as well as the government spending. However, capital formation had recorded a real negative growth due to the slowdown in capital expenditure of major semiconductor companies in Taiwan. The economic growth rate in Taiwan was 3.15%. The improving employment condition in Taiwan gave rise to the robust growth of salaries in the second quarter of 2018. The increase in income helped increase the consumption power of the public. The commodity exports in Taiwan had recorded an expansion together with the contribution from the stable growth of the global economy, application for emerging technologies, and the strong demand for machinery. The economic growth rate was 3.29%. Benefitted from the sustainable growth of the global economy in the third quarter, the application for emerging technologies remained active. With the global oil price hovering on the high end, Taiwan's commodity exports denominated in US dollars in the third quarter had recorded a new high. Alongside the picking up of semiconductor device purchase, the investment in construction engineering achieved a robust growth, and the government investment had realized a substantial growth. The economic growth rate was 2.27%. In the fourth quarter, the growth rates of commodity exports were flattened by the slowdown economic growth of major

trading nations. Furthermore, the turbulence of the global financial market had affected the domestic stock market and consumer confidence. Also, the delayed capital expenditure project of semiconductor companies in Taiwan had restricted the growth momentum of private investments. The estimated economic growth rate was 2.30%. According to the Directorate General of Budget, Accounting and Statistics, Executive Yuan, the estimated economic growth rate in Taiwan for 2017 was 2.66%

Regarding the interest rate, with the restoration of the domestic economy, as well as the expectation on mild inflation pressure in 2018 and future inflation, the Central Bank kept the current interest rate policy unchanged, and continued to adopt a moderately easing monetary policy. With regards to exchange rates, affected by the weakening US Dollars since the beginning of 2018, New Taiwan Dollar recorded an appreciation against the US Dollar. However, the US Dollar in the international market recovered since April, resulting in New Taiwan Dollar's continued depreciation into October, and recorded slight appreciation up to the end of the year. In 2018, the average exchange rate of the New Taiwan Dollar against the US Dollar was NT$30.156, an increase of 0.93% as compared to the average exchange rate NT$30.439 of the previous year.

Looking into 2019, given turbulence in the global financial market, alongside a significant slowdown in economic growth in the major countries in Europe, Japan and mainland China, major projections indicated that global economic growth will undergo a slight downward adjustment in 2019. However, the expected reduction has remained insignificant, primarily due to the decrease in expected growth in the Eurozone. Furthermore, it is expected that the US will experience a slowdown in economic growth upon canceling its fiscal incentives; whereas the downturn in growth in mainland China may be faster than expected. Overall, it is expected that the global economy will experience a moderate growth.

In the future, the Bank will continue to carry through the internal controls using three lines of defense, strengthen the overall risk control, and promote relevant businesses according to the policies of the government; also, deepen fintech development with equal focuses on IT and information security control. We will continue to fulfill corporate social responsibility (CSR) initiatives and strengthen our capacity for charitable activities to attend to and care for the disadvantaged. With an aim of providing customers with satisfactory and comprehensive financial services, the Bank will continue to facilitate a cultural transformation for the corporate brand,

endeavor to turn the Bank into a leading brand among SMEs in the financial field, and establish a solid foundation for the sustainable development of the brand upon stepping into the next century.

The operation results in 2018 and the business plan for 2019 are summarized below:

1. Operation Results in 2018

(1)Implementation summary and the operating results

A.Profitability:

After-tax net profit for 2018 amounted to NT$7.641 billion (before-tax net profit was NT$9.087 billion). The Bank carried out a capital increase via transferred earnings of NT$2.459 billion and issued stock and cash dividends of NT$0.40 and NT$0.268 per share, respectively, for the previous year (2017).

B.Corporate Governance:

Reinforcement of information disclosure channels and upgrading of transparency in corporate governance

a. The Bank has long strived to enhance its corporate governance and ranked in the “Top 6%-20% of the Listed Companies Group” in the Fourth Annual Corporate Governance Evaluation held by the Taiwan Stock Exchange.
b.We actively increased our communication channels for domestic and overseas investors and an online roadshow was respectively held in the first and second half of 2018. Each investor has immediate access to information on the Market Observation Post System, and can obtain the same information simultaneously on the official TBB website. The Bank also issues press releases on an irregular basis, giving investors multiple channels for acquiring TBB information.

C.Core Businesses:

a.Corporate Banking

1) The Bank was recognized as an Outstanding Bank and received a Special Award for the National Defense Industry from the Financial Supervisory Commission for the Program to Encourage Lending by Domestic Banks to Key Innovative Industries.
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2) The Bank was awarded the Outstanding Bank by the Financial Supervisory Commission for the Program to Encourage Loan Projects by Domestic Banks to Target Countries under the New Southbound Policy.
3) In recognition of the Bank’s outstanding performance in small and medium enterprise financing, it was presented with three Outstanding Bank for Small and Medium Enterprise Credit Guarantee Financing awards by the Ministry of Economic Affairs: the Credit Guarantee Partner Award, Direct Guarantee Performance Award, and the Small and Medium Enterprise Financing Service Platform Inquiry Performance Award.
4) The Bank was awarded the Outstanding Bank by the Executive Yuan for the Program of 0206 Hualien Earthquake Guarantee Financing & Loan.
5) The Bank received the Certificate of Appreciation from the Ministry of Labor for the Event of Micro-scale Entrepreneurship Model in 2018.
6) The Bank was recognized as the Best Bank for SMEs by Asiamoney.
7) The Bank was awarded the Excellent Bank of Best Corporate Banking and the Excellent Bank of Best Bank for SMEs by Taiwan Academy of Banking and Finance for the Elite Award.
8) The Bank was awarded the 2018 Best from the Best Service Bank for Start-up Enterprises from the Excellence Magazine under the category of non-financial holding Bank.
9) In the extension of small and medium enterprise loans, the Bank ranked No. 1 in Taiwan in both total amount and ratio of loans transferred for guarantees to the Small and Medium Enterprise Credit Guarantee Fund.
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b. Foreign exchange

1) The Bank strengthened the absorption of foreign-currency deposits and expanded the scale of its deposits. The accumulated average balance of foreign-currency deposits in 2018 grew 10.85% over 2017.
2) The Bank worked vigorously to expand foreign-currency loans and boost interest margin income. Accumulated average loans outstanding in 2018 increased by 12.06% over 2017.

c. Wealth management

1) The Bank focused on strengthening its wealth-management business by vigorously expanding fee income from the insurance and fund businesses, with boosting revenue and generating profit as the priority goal.
2) With the vigorous promotion of a special program aimed at the marketing of designated products, fee income from the wealth-management business totaled NT$1.57 billion in 2018.

D.Innovative Products

a.Continue developing the innovative e-banking business to provide more convenient services

1) To simplify the transaction procedures for Taiwan Pay, mobile payment, Taiwan Pay Instant Transaction and Small Amount Transaction was inaugurated.
2) To simplify the login service experiences for users of mobile banking, "Mobile Banking Instant Login Function" was inaugurated.
3) In response to multi-payment scenarios, the function in Taiwan Pay was inaugurated for stores to scan the barcode and QR code of the consumers with the code scanner to complete the debit payments for such purchases.
4) Functions for auditing fixed categories of taxes such as payment for Individual Income Tax, Vehicle License Tax,
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House Tax, and Land Value Tax were opened up for customers using Taiwan Pay.

5) In response to the policy on the integration of mobile payment and e-invoice promoted by the government, the cloud invoice service for mobile banking was inaugurated.
b. Develop products according to the social trend and provide diversified services to customers
1) To expand the service scope of mobile banking, the execution of "Non-predesignated Transfer" function through TBB Security with mobile banking was inaugurated.
2) To provide convenient services to customers, free-of-form service regarding depositing, withdrawal, and transfer for over-the-counter services was inaugurated for customers.
3) Teller operations have been simplified, the operating time for hand-written customer application forms has been eliminated, and the pre-arranged foreign cash function has been opened up for customers.
4) In response to the developing trend of mobile payment, TBB created the digital financial environment 3.0 for the credit card customers to use the inductive credit card for transactions, regardless of their telecommunication courier and phone number, and NFC SIM card is not required.
5) To support the concept of seniors enjoying healthy and happy lives, the Bank launched Silver Love Credit Card, in which the Bank exclusively allocated 3‰ of the general card consumption to help seniors to dine and learn together.

E.Expansion of the Scope of Channel Services

a. Make adjustments on the location distribution of the Bank's business units for the increase of value regarding physical channels, so as to provide better and more comprehensive financial services.
1) The East Taipei Branch relocation was completed and re-opened on Mar. 26, 2018, and the branch was renamed as the San Xia Branch.
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2) The Yang Mei Branch relocation was completed and re-opened on Sep. 10th, 2018.
3) The Wan Hua Branch relocation was completed and re-opened on Dec. 24th, 2018.
b.In line with the government policy to actively promote the 5+2 Innovative Industry, the Bank established its venture subsidiary on Oct. 23rd, 2018, rendering full support to innovation, creativity, and entrepreneurship, and vigorously facilitating the transformation and upgrading of the industrial structure in Taiwan.
c. To help the sustainable growth of Taiwan, optimize the investment environment, and support the development of innovation, creativity, and entrepreneurship, we established the "Innovative Finance Project Office" to strengthen the supports for material loans of green finance, urban renewal, and cultural innovation industries.

F. Information operating system:

a.Updated the software and hardware equipment of the information system, and established a data center
1) Carried out the upgrades for software and hardware equipment of central accounting mainframe and drives, completed the drives and back-up system upgrades, to accelerate the access to information and updated the central accounting mainframe to establish the SYSPLEX system with local back-up system gradually.
2) To reduce the operating risk for the end system of our branches, old drives transfer was carried out, and reconstruction for the end system of our branches was organized to reduce the operating risks.
3) Planned for transferring central accounting mainframe statement to an open mainframe to minimize the uncertainties and risk for the operating of the mainframe system.
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4) Established the data warehouse module and collect the internal and external data for the branches to use in relevant product design, risk analysis, and customer marketing.
b. Reinforce the security control mechanism for the information system
1) Carried out the "2018 Financial Institution DDoS Drill" on Dec. 9th, 2018, in cooperation with the Financial Supervisory Commission.
2) Completed the assessment on the information security of its computer system in Nov. 2018, according to the " Regulations for Assessing the Information Security of the Computer System of Financial Institutions."
3) Self-assessment was carried out in accordance with SWIFT Customer Security Program (CSP) specifications, and was approved by SWIFT in December 2018.
4) A professional consultant was commissioned to help carry out the 23 NYCRR Part 500 compliance program in accordance with the network security regulations of the New York State Department of Financial Services (NYDFS), and the consultant confirmed the process completed in December 2018.

c. Active promotion of the digital banking business and broad development of customer groups

1) The Bank implemented financial friendly service measures and obtained Accessible Level A+ recognition for its website services.
2) The Bank received the Best Service Innovation Award promoted by the Electronic Payment Flow Business from the Financial Information Service Company.
3) Participated in the Taiwan Pay QR Code "Marketing Rewards for Banks" organized by Financial Information Service Co., Ltd. and received a reward of NT$0.2 million.
4) Improved the interaction and attachment between the fans on Facebook with the page of the Bank, designed relevant - 14 -

events for the products launched by the Bank, and successfully attracted the mobile and Internet groups from all ages to participate in such events through Facebook as its online media.

G. Implementation of Legal Compliance and Anti-Money Laundering Operations

a.Implementation of legal compliance and anti-money laundering in line with the regulations of the competent authority
1) Set up a competent legal compliance department and established the legal compliance risk management and supervision structure.
2) Enhanced the reporting system and established the "Regulations Governing the Handling of Reporting Cases."
3) The Anti-Money Laundering Section of the TBB’s Compliance and Legal Department regularly oversees the Bank’s implementation of matters regarding anti-money laundering and combatting the financing of terrorism.
4) In response to the on-site evaluation of the Asia/Pacific Group on Money Laundering (APG) held on Nov. 5th-16th, 2018, the Bank established an APG Work Team to provide "high standard" countermeasures for the evaluation.
b. Holding of regular compliance and anti-money laundering training
1) Five Anti-money Laundering & Combatting the Financing of Terrorism Seminars were held in the first half of 2018, strengthening the understanding of our employees regarding anti-money laundering and combatting the financing of terrorism and forming an internal compliance culture to anti-money laundering.
2) A Compliance Officer Seminar was held in each the first and second halves of 2018. The content of the seminar includes the legal compliance system and promotion for significant regulations according to the legal compliance, legal compliance audit description, notes for self-assessment for
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legal compliance, recent significant laws and regulations promotion of the Bank, allowing legal compliance director of all departments to gain continual knowledge on their duties and relevant laws and regulations, and legal compliance regulations, so as to ensure delivering the laws and regulations effectively and implement the legal compliance system.

c. Continued the reinforcement of overseas compliance operations for legal compliance

Except for enhancing contacting and supervising overseas branches regarding legal compliance and anti-money laundering, the Bank has engaged special legal compliance or anti-money laundering personnel to ensure the legal compliance and anti-money laundering business of the business and personnel of the branches, and improved relevant qualification and training employees in overseas branches.

d. Strengthening of the monitoring mechanism for compliance follow-up

According to "Legal Compliance Follow-up Cases Control System," the letters regarding relevant laws and regulations from external parties and changes in laws and regulations that the Bank shall comply with are included in "Legal Compliance Follow-up Cases" for control. The Bank compiles the subsequent implementation of "Legal Compliance Follow-up Cases" each month according to the competent authorities and reports to the Chief Compliance Officer of the Bank.

e. Carried out annual project audits for personal information protection and anti-money laundering and combatting the financing of terrorism by accountants in accordance with the Implementation Rules of Internal Audit and Internal Control System of Financial Holding Companies and Banking Industries.

An accounting firm was commissioned to carry out the “2017 Project Audit for Personal Information Protection and the

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Internal Control System for Anti-Money Laundering and Combatting the Financing of Terrorism.”

H. Corporate Social Responsibility:

a. Active implementation of corporate social responsibility and realization of the value of the sustainable operation
1) Our “CSR Report” passed two stages of verification by the British Standards Institution (BSI) for three consecutive years, and BSI issued the Bank an Independent Assurance Opinion Statement.
2) The Bank received the Silver Award in the financial and insurance group of corporate sustainability report division under the 11th TCSA Taiwan Corporate Sustainability Awards of 2018 organized by the Taiwan Institute for Sustainable Energy and the Sustainability Performance Award from BSI Standards Awards. Such achievements help upgrade the Bank’s visibility and its corporate image for CSR implementation.
3) The CSR Committee was established to take charge of the proposals and execution of CSR policies or systems and enhance the implementation of CSR of the Bank, demonstrating the importance that the Bank attached to CSR.
b.Implementation of senior caring policy, donations to vulnerable groups, and active participation in public benefit affairs
1) The Bank has initiated the Project of Senior Dining & Learning Center Sponsorship. The Bank exclusively allocated 3‰ of the general card consumption from the Silver Love Credit Card issued by the Bank to help seniors to dine and learn together. This originated from the non-profit fund that was used in building a School for Seniors in the community to help take care of vulnerable seniors in the local community and improve their living standards.
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2) Set up senior caring spots to improve the standards of caring services at senior welfare agencies, providing local and appropriate caring services accessible to vulnerable seniors. The Bank vigorously devotes in the public benefit affairs to achieve the goal of "aging in place."
3) Committed to financial knowledge promotion on campus and in communities, the Bank wishes to set the foundation for financial education through informing the correct wealth management concepts and promoting the education on preventing financial fraud. The Bank also received awards from the Banking Bureau of the FSC for six consecutive years regarding the Campus and Community Financial Knowledge Promotion Event.
c. Fulfilling responsibility for environmental protection and continued energy conservation and carbon reduction efforts
1) The Environmental Protection Administration of the Executive Yuan and the Department of Environment Protection of the Taipei City Government cited the TBB seven years in a row for outstanding performance in green procurement.
2) The Taipei City Government publicly cited the TBB for receiving ISO 50001 Energy Management Systems certification and the designation of its headquarters as an energy-saving-label building.
3) The Bank implemented its “Energy Policies” and “Measures for Water and Electricity Conservation” with scheduled follow-up on the status of water and electricity conservation by different units and inclusion of the results in business performance assessments. Various energy conservation improvement programs were vigorously implemented in order to enhance the energy efficiency of equipment and save on electricity costs.
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(2)Budget Implementation

A.The annual average balance of deposits was NT$1,388.764 billion, for an achievement rate of 102.67%.
B. The annual average balance of loans outstanding was NT$446.579 billion, for an achievement rate of 106.84%.
C. The foreign exchange business amounted to US$69.688 billion, for an achievement rate of 95.46%.
D.The securities brokerage business amounted to NT$291.045 billion, for an achievement rate of 104.58%.

(3)Revenues, Expenditures, and Profitability

A.Net revenue for 2018 amounted to NT$22.647 billion; bad debt expenses, commitment and guarantee liability provision NT$746 million; operating expenses were NT$12.814 billion; before-tax net income from continuing operations was NT$9.087 billion; net profit after tax was NT$7.641 billion; return on assets ratio (after tax) amounted to 0.48%; return on equity ratio (after tax) amounted to 9.51%; net profit margin (after tax) was 33.74%; and earnings per share (after tax) was NT$1.19.
B. Net income before taxes (excluding provisions) in 2018 amounted to NT$9.833 billion, an increase of NT$1.035 billion over 2017. NT$746 million was allocated as allowances for bad debts in order to strengthen risk appetite. Before-tax net profit for 2018 amounted to NT$9.087 billion, an increase of NT$3.299 billion over 2017, primarily due to growth in deposits and loans, an increase in net interest income, an increase in the profit or loss of the investments in financial commodities, and a decrease in allowances for bad debts.
C. The non-performing loan ratio at the end of 2018 stood at 0.30%, a reduction of 0.03% compared with the end of 2017; and the bad-debt coverage ratio was 394.08%, an increase of 66.51% over the end of 2017.

(4)Research and Development

A.Establishment of an Exclusive Unit for Industry Research
a. A total of 174 industry analysis reports were written and published in the Bank’s E-Library in 2018 for colleagues to peruse.
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b.Elite professionals from industry, government, and academia are invited to speak on an occasional basis to help the Bank’s employees understand the latest trends in industrial development.
B. Encouragement of Innovation and Professionalism in Line with Business Development Needs
Business lectures are held on a scheduled basis and a rich variety of digital learning courses are offered to encourage employees to engage in further on-the-job studies and absorb new knowledge that will strengthen their competitiveness and enhance their professional know-how.

2. Business Plans for 2019

(1)Operating Directions and Policies

Facing an upsurge of Fin-tech and a financial environment with increasing competition, the Bank will adhere to its core value of SME Specialized Bank and utilize the four aspects of "Learning & Growth," "Internal Procedures," "Customers," and "Finance" on the strategy map with a bottom-up approach, to create a strategic structure with specified directions and centralized resources. Furthermore, in line with the medium to long term development strategies planned by the Strategy Development Committee, the Bank will achieve its goal of becoming a premium bank with comprehensive financial services by realizing our operating concept of "Progress, Efficiency, and Responsibility."

A.Learning & Growth

a. Improve the professional competencies of our employees: Enhance cultivation of professional talent for digital finance and international finance; value professional personnel for SMEs; strengthen management and talent cultivation for critical posts; establish a talent database by checking through the core human resources.
b.Cultivate key personnel: Develop the innovative capacities of key personnel through recruitment and training and execute customer-oriented services and product development strategies.
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c. Optimize the labor structure: Revitalize retired human resources to enhance the inheritance of experience; connect with the tertiary education sector for industry-academia cooperation; diversify employment channels; recruit suitable personnel to reduce turnover.
d.Improve the performance of information systems: Increase investment in IT building and integrate it closely with our business; enhance the overall efficiency of the information system; improve diversity and innovative capacities of our IT team; reinforce the cultivation and motivation of key IT personnel to lay a solid foundation for information technology.
e. Enhance cybersecurity defense and monitoring capacity: The Bank established its cybersecurity management system and maintenance plan and continues to organize its cybersecurity upgrade and improvement measures, as well as enhancing cybersecurity training to reinforce cybersecurity protection ability and realize cybersecurity compliance.
f.Optimize the accountability mechanism: Enhance the leading capacities of the management team to form the organization and value that allows our fellow colleagues to internalize it as their mission, vision, and core values, so as to strive toward the goal of the Bank's sustainable development.
g.Realize the corporate culture of learning and sharing: Build a "learning" experience inheritance system based on the concept of "learning by doing and doing by learning" and encourage internal innovation by young employees to invigorate corporate human resources.

B. Internal Procedures

a. Improve the management by objectives: Establish the goal through the PDCA cycle and realize the execution, optimize the evaluation management system and reinforce the connection between evaluation and rewards to stimulate boosted performance.
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b.Optimize the procedures for better efficiency: Value the management for the internal and operating process, regularly examine the SOP for continuous creation for the best working process, and utilize the information system to assist in the manual examination, improving efficiency.
c. Enhance risk management: Improve asset quality and coverage for allowance for bad debts through understanding, managing and reducing risks, and enhancing risk control.
d.Adopt integrated marketing to increase customer contribution: Integrate marketing resources to increase dealings with customers, increase overall customer contribution, and provide comprehensive financial services according to the requirements for the business development of customers.
e. Provide premium services to build customer loyalty: Bearing customers' interests in mind, design comprehensive financial services based on customers' requirements to meet their expectations and demands, in turns building customer loyalty.
f.Strengthen customer relationships with the second generation upon the succession of the family business: Strengthen the customer relationship with the younger generation or the second generation upon the succession of the family business to improve SME customers' support to the Bank after generational changes.
g.Adopt a clicks-and-mortar method to reinforce digital financing: Adopt innovative thinking to enhance financial products and services, optimize the trading environment for the clicks-and-mortar channel, and reinforce the digital financial landscape.
h.Differentiated products and marketing: Apply Big Data analysis to understand customer behavior patterns to provide customized services and precise marketing services.
i.Adhere to rigorous compliance: Enhance legal compliance and duly comply with the monitoring measures of the competent authorities; uphold provisions for anti-money laundering and
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combating the financing of terrorism; implement whistle-blower protection and uphold customer interests; thereby forming a corporate culture that prioritizes legal compliance.

j.Strengthen corporate governance: Improve Directors' functions, corporate governance mechanisms, and operations of functional committees; and disclose material information regarding corporate governance to improve transparency for information disclosure.
k.Fulfill corporate social responsibility: Care for vulnerable groups; participate in charitable activities; attach importance to environmental protection; and internalize the fulfillment of social responsibility to follow the corporate spirit of the Bank regarding our primary business.

C.Customers

a. Improve channel service quality and integrate customer views from all channels: Adjust channel positioning according to the business requirements; improve the value of physical channels; expand the service scope for channels; and establish a data market with the cross-business omnidirectional single view of customers. This shall be done so as to fully present customer preferences and service channels, optimizing service and experiences for customers.
b.Focus on the niche market of SMEs and participate in CSR awards: Specify positioning as an SME specialized bank, focusing on the core business of SMEs, shaping the brand image of a professional bank, and proactively participating in relevant CSR awards to develop a professional image, including the TCSA Taiwan Corporate Sustainability Awards and Elites Award.
c. Enhance wealth management services and gain trust from customers: Develop smart wealth management; provide professional services and diversified wealth management products to satisfy customers' demand; undertake deep-rooted support for investment analysis in order to provide financial planning services for owners and high-asset customers.
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D.Finance

a. Increase operating performance and take risk management into account: Expand operating scale, increase the profit margins of overseas branches, improve interest rates and diversify the income sources of service charges to enhance profitability.
b.Enhance capital and uphold shareholders' interests: Comply with the monitoring requirements of the competent authority regarding authorized capital; ensure a healthy capital structure and the goal of optimized resource allocation; strengthen the risk appetite to expand the growth of operating income; achieve the goal of maximized shareholders' value.
E. Comply with medium to long term development strategy as planned by the Strategic Development Committee
a. Continue to carry out channel adjustments; focus on the development of the core business; strengthen the value of physical channels to correspond to the mission of the Bank to provide services to SMEs and the requirements for medium to long term business development.
b.Improve the functions of Regional Operation Centers and adjust the functional authority of branches for employees for proper allocation of employees.
c. Improve finance consulting for start-up and micro-corporate clients and assist in inheritance between generations for SMEs.

(2)Business Targets

To give equal weight to the protection of shareholder interests, improvement of the capital structure, and enhancement of asset quality, the Bank has set the following targets in consideration of the economic growth forecast of the Directorate General of Budget, Accounting and Statistics for 2019 and the reduction in the life insurance commission rate.

A.Annual average deposit balance: NT$1,477.827 billion.
B. Annual average balance of loans outstanding: NT$1,155.93 billion.
C. Total foreign exchange transactions: US$74.003 billion.
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3. Results of Latest Credit Rating

Date of Rating	Rating Institution	Ratings	Ratings	Outlook
		Long-term Credit	Short-term Credit
2019.1.18	Taiwan Ratings	twAA-	twA-1+	Stable
2019.1.18	Standard & Poor’s	BBB+	A-2	Stable

Chairman: President:

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SVP & GM of the Accounting Dept.:

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Proposal II by the Board

Explanation: Adoption of the earnings distribution from final accounts of the Bank for 2018.

Description:

1.After an audit, the earnings available for distribution of the Bank for 2018 was NT$5,472,044,462.77, and the description is set out below:

(1)The opening undistributed earnings for 2018 was NT$876,399.07.
(2)Items less:
A. "Opening effects of IFRS on 2018" of

NT$98,187,423.

B."Recognized actuarial gains and losses for defined benefit plans " of NT$103,012,120.
C.Appropriated as legal reserve:

NT$2,292,162,484.45.

(3)Items added:

A. "Disposal of investments in equity instruments designated at fair value through other

comprehensive income": NT$30,764,341.

B.After reviewed and approved by Accountant Tan-Tan Chung and Feng-Hui Lee from KPMG, the after-tax net income for 2018 was

NT$7,640,541,614.84.

C.Reversed special reserve was NT$293,224,135.31:
a. Based on the requirements under the letter

Jin-guan-cheng-fa-zi No. 1010012865 dated Apr. 6, 2012 and the letter

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Jin-guan-yin-fa-zi No. 10510001510 dated May. 25, 2016 issued by the Financial Supervisory Commission.

b.As of Dec. 31, 2018, the stated net deduction of other equity: The sum of " Difference of foreign exchange in translating financial statements of foreign operating units" of
- -NT$541,121,562.99 and "unrealized gain or loss on financial assets at fair value through other comprehensive income" of NT$3,447,787,646.87 is a positive number; therefore, no special reserve shall be provided. The amount of NT$306,227,223.31 provided in the previous years may be fully reversed.
c. Employee transfer or placement expenses based on 0.5% of after-tax net income was NT$38,202,709, the amount of NT$
- 25,199,621 has been provided in the previous year; therefore, a supplemented special reserve of NT$13,003,088 was provided.
(4)Distribution of Shareholders' bonus - cash dividends (NT$0.30 per share): NT$1,918,164,058. The minimum distribution of cash dividend made to Shareholders shall be round up to NT$1, and fraction cash dividend less than NT$1 shall be accounted as other income.
(5)Distribution of Shareholders' bonus - stock dividends (NT$0.50 per share): NT$3,196,940,100.
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(6)Closing undistributed earnings: NT$356,940,304.77.

2.Please see the attachment "Disposition of Earnings for 2018" of the Bank (please refer to page 44 of the Handbook."

Voting results:

Votingresults:
Number of Votes by Attending Shareholders	For		Against	Void	Abstain/ Did not vote
	Counts	Ratio (%)	Counts	Counts	Counts
4,039,566,344	3,585,598,208 (2,801,457,956 votes therein exercised the voting rights by electronic means)	88.76	2,042,037 (2,028,993 votes therein exercised the voting rights by electronic means)	0	451,926,099 (444,025,000 votes therein exercised the voting rights by electronic means)

Resolution: The case was passed as proposed after voting.

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Taiwan Business Bank Co., Ltd.

Disposition of Earnings

2018

Unit: NT$

	Unit: NT$
Item	Amount
Openingundistributed earnings	876,399.07
Less: Opening effects of IFRS onJan.1,2018	(98,187,423)
Less: Recognized actuarial gains and losses for defined benefitplans	(103,012,120)
Add: Disposal of investments in equity instruments designated at fair value through other comprehensive income	30,764,341
Add: Reversed special reserve	293,224,135.31
Add: After-tax net income for 2018	7,640,541,614.84
Less: Appropriated as legal reserve	(2,292,162,484.45)
Earnings available for distribution	5,472,044,462.77
Item of distribution:
Distribution of Shareholders' bonus - cash dividends(NT$0.30per share)	1,918,164,058
Distribution of Shareholders' bonus - stock dividends(NT$0.50per share)	3,196,940,100
Closingundistributed earnings	356,940,304.77

Note: The calculation of Shareholders' bonus per share was based on 6,393,880,193 shares.

Appropriated as legal reserve:

Requirements under Article 50 of the Banking Act: A Bank, at the time of distributing its earnings for each fiscal year, shall set aside thirty percent (30%) of its after-tax earnings as a legal reserve. In addition, according to the requirement set out in the letter Jing-shang-zi No. 10202433490 dated Oct. 14, 2013, issued by the Ministry of Economic Affairs, the recognized actuarial gains and losses for defined benefit plans resulting from an enterprise arising from the adoption of International Accounting Standards (stated in other comprehensive income) shall be deemed as the adjustment for retained earnings.

Reversed special reserve:
(1) According to the requirements under the letter Jin-guan-cheng-fa-zi No.1010012865 dated Apr. 6, 2012 issued by the Financial Supervisory Commission, upon the adoption of IFRSs for the preparation of financial reports, at the time of paying earnings available for distribution, a special reserve shall be appropriated from the current profit or loss and the undistributed earnings from the previous period in the amount equivalent to the stated net deduction of other Shareholders' equity (such as accumulated balances of difference of foreign exchange in translating financial statements of foreign operating units, unrealized gain or loss on financial assets available-for-sale, as well as gain and loss on effective portion of cash flow hedges). A special reserve shall be appropriated from the previous period in the amount equivalent to the stated net deduction of other Shareholders' equity accumulated in the previous period, and shall not be distributed. However, the Company had appropriated the special reserve according to the previous paragraph, and it shall provide a supplemented special reserve based on the differences between the provided amount and the net deduction of other equity. Subsequently, where there is a reversed net deduction of other Shareholders' equity, the Company may distribute its earning in respect to the reversed portion.
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(2) According to the requirements under the letter Jin-guan-yin-fa-zi No.10510001510 dated May. 25, 2016, issued by the Financial Supervisory Commission, in response to the development of Fin-tech and protect the rights of banks' employees in Taiwan, public banks shall appropriate a special reserve based ranging from 0.5% to 1% of the after-tax net income when distributing the annual earnings for 2016 to 2018 fiscal year. From the 2017 fiscal year, public banks may reverse an amount equivalent to the employee transfer or placement expenses occurred for the development of Fin-tech from the balances of the abovementioned special reserves.
(3) As of Dec. 31, 2018, the stated net deduction of other equity: The sum of "exchange differences on translation of financial statements of foreign operations" of -NT$541,121,562.99 and "unrealized gain or loss on financial assets at fair value through other comprehensive income" of NT$3,447,787,646.87 is a positive number; therefore, no special reserve shall be provided. The amount of NT$306,227,223.31 provided in the previous years may be fully reversed.
(4) Employee transfer or placement expenses based on 0.5% of after-tax net income was NT$38,202,709, the amount of NT$ 25,199,621 has been provided in the previous year; therefore, a supplemented special reserve of NT$13,003,088 was provided.
(5) To sum up, an aggregate amount of NT$293,224,135.31 special reserve may be reversed.
In response to the equity capital ratio under the new Basel III and FSC, the Bank shall increase the common equity ratio and capital adequacy ratio. Therefore, stock dividends of 0.50 per share and cash dividends of 0.30 per share have been allotted for 2018. The minimum distribution of cash dividend shall be round up to NT$1, and fraction cash dividend less than NT$ shall be accounted as other income.

Chairman:

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President:

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SVP & GM of the Accounting Dept.:

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V. Discussion Matters

Proposal I by the Board

Explanation: In response to the earnings distribution of stock dividends for 2018, the Bank intends to carry out a capital increase via transferred earnings for the issuance of new shares, hereby proposed for approval.

Description:

1.In response to the requirements on the inclusion of common equity under the new Basel III to improve its capital structure, and in turns increase the profitability, the Bank intends to carry out a capital increase via transferred earnings for the issuance of 319,694,010 new shares according to the requirements under Article 240 of the Company Act.

2.Total amount of the new shares for capital increase and the conditions for issuance:
(1)A capital increase of NT$319,694,100 is proposed, with the par value of NT10 per share, for the issuance of 319,694,010 new registered common shares.
(2)The capital increase via transferred earnings shall be submitted to the competent authority for approval after approved by the Shareholders' meeting. The Board may otherwise determine the date of ex-rights for the allotment of new shares, and, based on the shareholding ratio stated in the Shareholders' registrar on the date of ex-rights, allot 50 shares for every thousand shares without compensation. Allotment of fraction shares less than one share; the Shareholder may present at the stock affairs agency of the Bank within 5 days from the date of
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ex-rights for aggregation. A cash distribution may be paid for fraction shares less than one share upon aggregation (round up to NT$1); the Board may assign chairman by specific person to subscribe the overdue un-aggregated number of fraction shares at the par value.

(3)Subsequently, if the repurchase of Bank's shares, or the transfer, conversion, and cancelation of treasury shares or otherwise affected the number of total issued shares, resulting in changes in share distribution rate of Shareholders, hereby proposed to the Shareholders' meeting to authorize the Board for handling the changes.
(4)The new shares issued under the capital increase via transferred earnings shall rank pari passu in all respects with the originally issued shares.
3.The proposed stock dividends have no effect on the operating performance and earnings per share of the Bank: According to the requirements under Criteria Governing the Public Disclosure of Financial Forecast Information and Taiwan Stock Exchange Corporation Standards for Determining Whether a TWSE Listed Company Shall Publish Complete Financial Forecasts, the Bank has not made public disclosure regarding its financial forecast for 2019; therefore, the Bank is unable to estimate the forecast information concerning the effects of stock dividends proposed above on the revenue, profit or loss, and earning per share; the item is not applicable to the Bank.
4.After the capital increase, the total paid-in capital is
NT$67,135,742,030, falling within the total capital of NT$80 billion of the Bank.
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5.Hereby proposed to authorize full discretion to the Board for unaddressed matters of regarding the proposal.

The voting method determined by Chairman: After Proposal I to V have been discussed on a case by case basis, the voting for each case will be conducted at the same time.

Votin results: g

Votingresults:
Number of Votes by Attending Shareholders	For		Against	Void	Abstain/ Did not vote
	Counts	Ratio (%)	Counts	Counts	Counts
4,039,569,452	3,585,721,079 (2,801,005,427 votes therein exercised the voting rights by electronic means)	88.76	2,528,652 (2,528,652 votes therein exercised the voting rights by electronic means)	0	451,319,721 (443,977,870 votes therein exercised the voting rights by electronic means)

Resolution: The case was passed as proposed after voting.

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Proposal II by the Board

Explanation: Amendment to the Articles of Association of the Bank, hereby proposed for approval.

Description:

To facilitate the integration of resources and save tax expenses, the Bank plans to engage in the insurance agency business, and engage in the life insurance and the property insurance agency businesses at the same time. Also, the subsidiaries Taiwan Business Bank Insurance Agency Co., Ltd./Taiwan Business Bank Property Insurance Agency Co., Ltd. will be merged into the Bank. Therefore, an amendment was made to Article 11 and Article 11-1 of the Bank's Articles of Association, to add the business items of life insurance agency and property insurance agency.
Please refer to page 50 of the Handbook for the "Comparison Table of the Drafted Amendment to Articles of Association" of the Bank.

Votin results: g

Votingresults:
Number of Votes by Attending Shareholders	For		Against	Void	Abstain/ Did not vote
	Counts	Ratio (%)	Counts	Counts	Counts
4,039,569,452	3,585,631,721 (2,800,916,069 votes therein exercised the voting rights by electronic means)	88.76	1,975,819 (1,975,819 votes therein exercised the voting rights by electronic means)	0	451,961,912 (444,620,061 votes therein exercised the voting rights by electronic means)

Resolution: The case was passed as proposed after voting.

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Comparison Table of the Drafted Amendment to Provisions of Articles of Association of Taiwan Business Bank Co., Ltd,

Amended Provisions	Current Provisions	Description
Chapter III Scope of business Article 11 Scope of business of the Bank is as follow: I. H101081 Small and Medium Business Banking. II. H408011 Futures Exchange Supporting Services III. H601011 Life Insurance Agency IV. H601021 Property Insurance Agency	Chapter III Scope of business Article 11 Scope of business of the Bank is as follow: I. H101081 Small and Medium Business Banking. II. H408011 Futures Exchange Supporting Services	Code for the business items.

Article 11-1 Scope of business of the Bank is as follow: I. To accept deposits. II. To issue financial debts. III. To discount bills and notes and provide loans. IV. To invest in marketable securities. V. To handle domestic and foreign remittances. VI. To accept commercial drafts. VII. To issue domestic and overseas letter of credits. VIII. To guarantee the issuance of corporate bonds. IX. To guarantee domestic and foreign transactions. X. To act as collecting and paying agent. XI. To handle marketable securities agency business, trading, margin purchase, and short sale businesses. XII. To handle operation of futures introducing broker business. XIII. To conduct warehousing, custody and agency businesses in relation to the businesses. XIV. To conduct safe deposit boxes rental business. XV. To engage in credit card business. XVI. To sell and trade gold bars, gold coins, and silver coins. XVII. To engage in credit business and auxiliarybusiness	Article 11-1 Scope of business of the Bank is as follow: I. To accept deposits. II. To issue financial debts. III. To discount bills and notes and provide loans. IV. To invest in marketable securities. V. To handle domestic and foreign remittances. VI. To accept commercial drafts. VII. To issue domestic and overseas letter of credits. VIII. To guarantee the issuance of corporate bonds. IX. To guarantee domestic and foreign transactions. X. To act as collecting and paying agent. XI. To handle marketable securities agency business, trading, margin purchase, and short sale businesses. XII. To handle operation of futures introducing broker business. XIII. To conduct warehousing, custody and agency businesses in relation to the businesses. XIV. To conduct safe deposit boxes rental business. XV. To engage in credit card business. XVI. To sell and trade gold bars, gold coins, and silver coins. XVII. To engage in credit business and auxiliary business approved bythe competent	I. Added the business items of life insurance agency and property insurance agency. II. Adjustment on the sequence of sub-paragrap hs.

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	Amended Provisions		Current Provisions	Description
	approved by the competent authorities. XVIII. To engage in the short-term note agency business, trading, attesting, and underwriting business XIX. To engage in public welfare lottery agency business authorized by the competent authorities. XX. To engage in bonds, beneficial securities, or asset-backed securities trading business. XXI. XXI. To engage in the life insurance agency business. XXII. To engage in the property insurance agency business. XXIII. To engage in other relevant businesses approved by the competent authorities.		authorities. XVIII. To engage in the short-term note agency business, trading, attesting, and underwriting business XIX. To engage in public welfare lottery agency business authorized by the competent authorities. XX. To engage in bonds, beneficial securities, or asset-backed securities trading business. XXI. To engage in other relevant businesses approved by the competent authorities.

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Proposal III by the Board

Explanation: Amendment to the procedures for acquisition or disposal of assets of the Bank, hereby proposed for approval.

Description:

Based on the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" (hereinafter, the "Regulations") amended and issued by the order Jin-guan-cheng-fa-zi No. 1070341072 dated Nov. 26, 2018, from the Financial Supervisory Commission.
The key amendments are summarized as follow:
(1)According to Article 3, Article 7, Article 9, Article 11, Article 15 to Article 18, and Article 31 of the "Regulations", in response to the applicability of Taiwan regarding the requirements under IFRS 16 Lease, the Bank expanded the scope of right-of-use assets (Article 2, Article 4, Article 5, Article 7, Article 11, Article 12, Article 13, Article 14, Article 33, and Article 38).
(2)According to Article 15 and Article 16 of the
- "Regulations", the Bank made amendments to relax the approval procedures for the acquisition or disposal of equipment held for business use , its right-of-use assets, or real property right-of-use assets held for business use of the parent company, subsidiaries, or between subsidiaries it directly or indirectly holds all interests, and exempt the evaluation on the rationale of transaction costs regarding the real property right-of-use assets held for business use acquired between such companies (Article 11 and Article 12).
(3)According to Article 17 of the "Regulations", the Bank made amendments to relax the requirements that, when acquiring real property right-of-use assets from related parties it may use the lease transactions
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carried out by non-related partied in the neighboring area as the reference to impute and estimate the rationale of the transaction price (Article 13).

(4)According to Article 4 of the "Regulations", the Bank stated the scope of derivatives according to the definition under IFRS 9 Financial Instruments (Article 3).
(5)According to Article 31 of the "Regulations", the Bank made amendments for relaxing requirements that, announcements may be exempted for investment professional trading marketable securities; also, considering the higher risk for subordinated debentures, it stated that, common corporate bonds and general financial bonds not involving equity referred to shall exclude subordinated debentures (Article 33).
(6)According to Article 5 of the "Regulations", the Bank stated the negative eligibility of external professionals and the evaluation, audit, and declaration for the issuance of valuation report or opinions (Article 9).
(7)According to Article 9 and Article 11 of the "Regulations", the Bank made amendments to limit the government agencies to domestic government agencies (Article 5 and Article 7).
(8)As the Bank holds 100% equity of TBB Venture Capital Co., Ltd., a subsidiary with venture capital as its profession, considering the business features and subsequent needs for business development of the subsidiary, the Bank excluded TBB Venture Capital Co., Ltd. from the regulations of limit control (Article 38)
Please refer to page 55~75 of the Handbook for the Comparison Table of the Drafted Amendment to Partial Provisions of Acquisition and Disposal of Assets by the Bank.
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Votin results: g

Votingresults:
Number of Votes by Attending Shareholders	For		Against	Void	Abstain/ Did not vote
	Counts	Ratio (%)	Counts	Counts	Counts
4,039,569,452	3,584,963,765 (2,800,839,321 votes therein exercised the voting rights by electronic means)	88.74	2,009,987 (2,009,987 votes therein exercised the voting rights by electronic means)	0	452,595,700 (444,662,641 votes therein exercised the voting rights by electronic means)

Resolution: The case was passed as proposed after voting.

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Procedures for Acquisition and Disposal of Assets of Taiwan Business Bank Co., Ltd.

Comparison Table of the Drafted Amendment to Provisions of Articles of Association

	Amendedprovisions		Currentprovisions	Description
	Article 2 The applicable scope of assets referred to in the Procedures is as follow: I. Investments in stocks, government bonds, corporate bonds, financial bonds, securities representing the interest in a fund, depositary receipts, call (put) warrants, beneficial interest securities, and asset-backed securities. II. Real property (including land, houses and buildings, and investment property) and equipment. III. Memberships. IV. Patents, copyrights, trademarks, franchise rights, and other intangible assets. V. Right-of-use assets. VI. Claims (including receivables, bills purchased and discounted, loans, and overdue receivables). VII. Derivatives. VIII. Assets acquired or disposed of in connection with mergers, demergers, acquisitions, or transfer of shares in accordance with law. IX. Other major assets.		Article 2 The applicable scope of assets referred to in the Procedures is as follow: I. Investments in stocks, government bonds, corporate bonds, financial bonds, securities representing the interest in a fund, depositary receipts, call (put) warrants, beneficial interest securities, and asset-backed securities. Real property (including land, houses and buildings, investment property, and land use right) and equipment. III. Memberships. IV. Patents, copyrights, trademarks, franchise rights, and other intangible assets. V. Claims (including receivables, bills purchased and discounted, loans, and overdue receivables). VI. Derivatives. VII. Assets acquired or disposed of in connection with mergers, demergers, acquisitions, or transfer of shares in accordance with law. VIII. Other major assets.	In response to the Article 3 of "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" amended by the FSC, the Bank added the "right-of-use assets" and move the second sub-paragraph for land use right to the fifth sub-paragraph of the regulations. In addition, the current 5th to 8th sub-paragraphs were moved to 6th to 9th sub-paragraphs.
	Article 3 Terms used in the Procedures are defined as follows: I. Derivatives: Forward contracts, options contracts, futures contracts, leverage contracts, or swap contracts, whose value is derived from aspecified interest rate, financial instrument price, commodity price,foreign exchange rate,		Article 3 Terms used in the Procedures are defined as follows: I. Derivatives: Transaction contracts, whose value is derived from interest rates, foreign exchange rate, equity, index, commodities, credit events, or other interests and its combinations, including structured products. However, the term "forward contracts"	I. In response to the Article 4 of "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" amended by

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	Amendedprovisions		Currentprovisions	Description
index of prices or rates,credit rating or credit index, or other variable;or hybrid contracts combining the above contracts; or hybrid contracts or structured products containing embedded derivatives.The term "forward contracts" does not include insurance contracts, performance contracts, after-sales service contracts, long-term leasing contracts, or long-term purchase (sales) contracts. II. Assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with law: Refers to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institution Merger Act and other acts, or to transfer of shares from another company through issuance of new shares of its own as the consideration therefor (hereinafter, "transfer of shares") under Article 156-3 of the Company Act. III. Related party or subsidiary: As defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. IV. Professional appraiser: Refers to a real property appraiser or other person duly authorized by law to engage in the value appraisal of real property or equipment. V. Date of occurrence: Refers to the date of contract signing, date of payment, date of consignment trade, date of transfer, dates of Board resolutions, or other date that can confirm the counterpart			does not include insurance contracts, performance contracts, after-sales service contracts, long-term leasing contracts, and long-term purchase (sales) contracts. II. Assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with law: Refers to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institution Merger Act and other acts, or to transfer of shares from another company through issuance of new shares of its own as the consideration therefor (hereinafter, "transfer of shares") under paragraph 8, Article 156 of the Company Act. III. Related party or subsidiary: As defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. IV. Professional appraiser: Refers to a real property appraiser or other person duly authorized by law to engage in the value appraisal of real property or equipment. V. Date of occurrence: Refers to the date of contract signing, date of payment, date of consignment trade, date of transfer, dates of Board resolutions, or other date that can confirm the counterpart and monetary amount of the transaction, whichever date is earlier; provided, for investment for which approval of the Competent Authority is required, the earlier of the above date or the date of receipt of approval bythe Competent	the FSC, the Bank amended the scope of derivatives and made text modification. II. Added the 7th to 9th sub-paragraph s, stated the scope of investment professionals, and the scope of domestic and foreign securities exchange and the OTC venue.
			- 56 -

	Amendedprovisions	Currentprovisions	Description
	and monetary amount of the transaction, whichever date is earlier; provided, for investment for which approval of the competent authority is required, the earlier of the above date or the date of receipt of approval by the competent authority shall apply. VI. Mainland China area investment: Refers to investments in the mainland China area approved by the Ministry of Economic Affairs Investment Commission or conducted in accordance with the provisions of the Regulations Governing Permission for Investment or Technical Cooperation in the Mainland Area. VII. Investment professional: Refers to financial holding companies, banks, insurance companies, bill finance companies, trust enterprises, securities firms operating proprietary trading or underwriting business, futures commission merchants operating proprietary trading business, securities investment trust enterprises, securities investment consulting enterprises, and fund management companies, that are lawfully incorporated and are regulated by the competent financial authorities of the jurisdiction where they are located. VIII. Securities exchange: "Domestic securities exchange" refers to the Taiwan Stock Exchange Corporation;"foreign securities exchange" refers to any organized securities exchange market that is regulated by the competent securities authorities of the jurisdiction where it is	Authority shall apply. VI. Mainland China area investment: Refers to investments in the mainland China area approved by the Ministry of Economic Affairs Investment Commission or conducted in accordance with the provisions of the Regulations Governing Permission for Investment or Technical Cooperation in the Mainland Area.

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	Currentprovisions	Description
located. IX. Over-the-counter venue ("OTC venue", "OTC"):"Domestic OTC venue" refers to a venue for OTC trading provided by a securities firm in accordance with the Regulations Governing Securities Trading on the Taipei Exchange; "foreign OTC venue" refers to a venue at a financial institution that is regulated by the foreign competent authority and that is permitted to conduct securities business.

Article 4 Regarding the assessment and operating procedures for acquisition and disposals of assets by the Bank, as well as the total amount available for purchasing real property for non-business use and itsright-of-use assets or marketable securities, and the limit for investment in individual marketable securities, except for being required by the laws and regulations of the government or the Procedures, handle according to the hierarchical responsibilities and relevant requirements of the Bank. Regarding matters in relation to the assessment and transaction conditions (including the determining method for the price, references, and authorization hierarchy) for disposing of non-performing loans of the Bank in the previous paragraph, proceed according to the "Guideline for the Disposals of Non-performing Loans" authorized to the Board for approval.	Article 4 Regarding the assessment and operating procedures for acquisition and disposals of assets by the Bank, as well as the total amount available for purchasing real property for non-business use or marketable securities, and the limit for investment in individual marketable securities, except for being required by the laws and regulations of the government or the Procedures, handle according to the hierarchical responsibilities and relevant requirements of the Bank. Regarding matters in relation to the assessment and transaction conditions (including the determining method for the price, references, and authorization hierarchy) for disposing of non-performing loans of the Bank in the previous paragraph, proceed according to the "Guideline for the Disposals of Non-performing Loans" authorized to the Board for approval.	In response to the Article 7 of "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" amended by the FSC, the Bank amended paragraph 1 and included the real property right-of-use assets for non-business use in the calculation of limits.
Article 5 In acquiring or disposing of real property, equipment, orright-of-use assets thereof where the transaction amount reaches 20 percent of the Bank's paid-in capital or NT$300 million or more, the Bank, unless transacting with a domestic government agency,engagingothers	Article 5 In acquiring or disposing of real property or equipment thereof where the transaction amount reaches 20 percent of the Bank's paid-in capital or NT$300 million or more, the Bank, unless transacting with a domestic government agency, engagingothers to build on its own	I. In response to the Article 9 of "Regulations Governing the Acquisition and Disposal of Assets by Public

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	Amendedprovisions	Currentprovisions	Description
	to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment or right-of-use assets thereof held for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions: I. Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the Board;the same procedure shall also be followed whenever there is any subsequent change to the terms and conditions of the transaction. II. Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained. III. Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be engaged to perform the appraisal in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ROC Accounting Research and Development Foundation (ARDF) and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transactionprice:	land, engaging others to build on rented land, or acquiring or disposing of equipment thereof held for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions: I. Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the Board;the above procedure shall also be followed whenever there are any changes to the terms and conditions of the transactionin the future. II. Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained. III. Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be engaged to perform the appraisal in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ROC Accounting Research and Development Foundation (ARDF) and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price: (I)The discrepancybetween the	Companies" amended by the FSC, the Bank amended that the government agencies should be limited to domestic government agencies only, The Bank also included the right-of-use assets in the regulation of this Article. II. Text modification for 1st sub-paragraph of 1st paragraph.

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Amendedprovisions	Currentprovisions	Description
(I) The discrepancy between the appraisal result and the transaction amount is 20 percent or more of the transaction amount. (II) The discrepancy between the appraisal results of two or more professional appraisers is 10 percent or more of the transaction amount. IV. No more than 3 months may elapse between the date of the appraisal report issued by a professional appraiser and the contract execution date; provided, where the publicly announced current value for the same period is used and not more than 6 months have elapsed, an opinion may still be issued by the original professional appraiser.	appraisal result and the transaction amount is 20 percent or more of the transaction amount. (II) The discrepancy between the appraisal results of two or more professional appraisers is 10 percent or more of the transaction amount. IV. No more than 3 months may elapse between the date of the appraisal report issued by a professional appraiser and the contract execution date; provided, where the publicly announced current value for the same period is used and not more than 6 months have elapsed, an opinion may still be issued by the original professional appraiser.
Article 7 Where the Bank acquires or disposes of intangible assets or right-of-use assets thereof or membershipsand the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, except in transactions with adomestic government agency, the Bank shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price; the CPA shall comply with the provisions of Statement of Auditing Standards No. 20 published by the ARDF.	Article 7 Where the Bank acquires or disposes ofmemberships or intangible assets and the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, except in transactions with a domestic government agency, the Bank shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price; the CPA shall comply with the provisions of Statement of Auditing Standards No. 20 published by the ARDF.	In response to the Article 11 of "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" amended by the FSC, the Bank stated that the government agencies shall be limited to domestic government agencies only, The Bank also included the right-of-use assets in the regulation of this Article.
Article 9 Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide public companies with appraisal reports, certified public accountant's opinions, attorney's opinions,or underwriter's opinions	Article 9 Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide public companies with appraisal reports, certified public accountant's opinions, attorney's opinions,or underwriter's opinions	In response to the Article 5 of "Regulations Governing the Acquisition and Disposal of Assets by Public Companies"

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	Amendedprovisions	Currentprovisions	Description
	shall meet the following requirements: I. May not have previously received a final and unappealable sentence to imprisonment for 1 year or longer for a violation of the Act, the Company Act, the Banking Act of the Republic of China, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or occupational crime. However, this provision does not apply if 3 years have already passed since completion of service of the sentence, since expiration of the period of a suspended sentence, or since a pardon was received. II. May not be a related party or de facto related party of any party to the transaction. III. If the Bank is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de facto related parties of each other. When issuing an appraisal report or opinion, the personnel referred to in the preceding paragraph shall comply with the following: I. Prior to accepting a case, they shall prudently assess their own professional capabilities, practical experience, and independence. II. When examining a case, they shall appropriately plan and execute adequate working procedures, in order to produce a conclusion and use the conclusion as the basis for issuing the report or opinion.	shall not be a related party of any party to the transaction.	amended by the FSC, the Bank added 1st to 3rd sub-paragraph of the 1st paragraph, stating relevant negative eligibility; the 2nd paragraph stated the responsibility of external professionals, stating matters of evaluations, audit, and declaration for valuation report or opinion issued by relevant professionals.

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	Currentprovisions	Description
The related working procedures, data collected, and conclusion shall be fully and accurately specified in the case working papers. III. They shall undertake an item-by-item evaluation of the comprehensiveness, accuracy, and reasonableness of the sources of data used, the parameters, and the information, as the basis for issuance of the appraisal report or the opinion. IV. They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion, and that they have evaluated and found that the information used is reasonable and accurate, and that they have complied with applicable laws and regulations.

Article 11 When the Bank intends to acquire or dispose of real propertyor right-of-use assets thereof from or to a related party, or when it intends to acquire or dispose of assets other than real propertyor right-of-use assets thereof from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the Bank's total assets, or NT$300 million or more, except in trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the Bank may not proceed to enter into a transaction contract or make a payment until the following matters have been reviewed by the Audit Committee and approved by the Board: I. Thepurpose,necessityand	Article 11 When the Bank intends to acquire or dispose of real property from or to a related party, or when it intends to acquire or dispose of assets other than real property thereof from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the Bank's total assets, or NT$300 million or more, except in trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the Bank may not proceed to enter into a transaction contract or make a payment until the following matters have been reviewed by the Audit Committee and approved by the Board: I. The purpose, necessity and anticipated benefit of the acquisition or disposal of assets.	In response to the Article 15 of "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" amended by the FSC, the Bank stated that the debts should be domestic government debts. The Bank also included the right-of-use assets in the regulation of this Article. The Bank also relaxed the requirements that the acquisition or disposals of equipment for business use or its right-of-use assets
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Amendedprovisions	Currentprovisions	Description
anticipated benefit of the acquisition or disposal of assets. II. The reason for choosing the related party as a transaction counterparty. III. With respect to the acquisition of real propertyor right-of-use assets thereof from a related party, evaluate the information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Article 12 and Article 13. IV. The date and price at which the related party originally acquired the real property, the original transaction counterparty, and that transaction counterparty's relationship to the Bank and the related party. V. Monthly cash flow forecasts for the year commencing from the anticipated month of the signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds' utilization. VI. An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the preceding article. VII. Restrictive covenants and other important stipulations associated with the transaction. The calculation of the transaction amounts referred to in the preceding paragraph shall be made in accordance with Article 33, paragraph 2 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been reviewed by the Audit Committee and approved by the Board need not be counted toward the transaction amount. With respect to acquisition or disposals of equipment for business useor its right-of-use assets and	II. The reason for choosing the related party as a transaction counterparty. III. With respect to the acquisition of real property from a related party, evaluate the information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Article 12 and Article 13. IV. The date and price at which the related party originally acquired the real property, the original transaction counterparty, and that transaction counterparty's relationship to the Bank and the related party. V. Monthly cash flow forecasts for the year commencing from the anticipated month of the signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds' utilization. VI. An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the preceding article. VII. Restrictive covenants and other important stipulations associated with the transaction. The calculation of the transaction amounts referred to in the preceding paragraph shall be made in accordance with Article 33, paragraph 2 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been reviewed by the Audit Committee and approved by the Board need not be counted toward the transaction amount. With respect to acquisition or disposals of equipment for business use when to be conducted between the Bank and its subsidiaries, the Board may delegate the Chairman to decide such matters when the	and real property right-of-use assets between the Bank and subsidiaries may be delegated for the Chairman for processing and modified the texts.

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	Amendedprovisions	Currentprovisions	Description
	real property right-of-use assets when to be conducted between the Bank and its subsidiaries, or between its subsidiariesin which it directly or indirectly holds 100 percent of the issued shares or authorized capital,the Board may delegate the Chairman to decide such matters when the transaction is within a certain amount and have the decisions subsequently submitted to and ratified by the next Board meeting.	transaction is within a certain amount and have the decisions subsequently submitted to and ratified by the next Board meeting.
	Article 12 Where the Bank acquires real propertyor right-of-use assets thereof from a related party shall evaluate the reasonableness of the transaction costs by the following means: I. Based upon the related party's transaction price plus necessary interest on funding and the costs to be duly borne by the buyer. "Necessary interest on funding" is imputed as the weighted average interest rate on borrowing in the year the Bank purchases the property; provided, it may not be higher than the maximum non-financial industry lending rate announced by the Ministry of Finance. II. Total loan value appraisal from a financial institution where the related party has previously created a mortgage on the property as security for a loan; provided, the actual cumulative amount loaned by the financial institution shall have been 70 percent or more of the financial institution's appraised loan value of the property and the period of the loan shall have been 1 year or more. However, this shall not apply where the financial institution is a related party of one of the transaction counterparties. Where land and structures thereupon	Article 12 Where the Bank acquires real property from a related party shall evaluate the reasonableness of the transaction costs by the following means: I. Based upon the related party's transaction price plus necessary interest on funding and the costs to be duly borne by the buyer. "Necessary interest on funding" is imputed as the weighted average interest rate on borrowing in the year the Bank purchases the property; provided, it may not be higher than the maximum non-financial industry lending rate announced by the Ministry of Finance. II. Total loan value appraisal from a financial institution where the related party has previously created a mortgage on the property as security for a loan; provided, the actual cumulative amount loaned by the financial institution shall have been 70 percent or more of the financial institution's appraised loan value of the property and the period of the loan shall have been 1 year or more. However, this shall not apply where the financial institution is a related party of one of the transaction counterparties. Where land and structures thereupon are combined as a singleproperty	In response to Article 16 of "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" amended by the FSC, the Bank included the lease to a related party for acquiring the real property right-of-use property in the regulations, and added the 4th sub-paragraph of the 4th paragraph to exclude requirements of evaluating the rationale of transaction costs according to the Article regarding the acquisition of real property right-of-use assets between the Bank and its subsidiaries, or its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares.

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	Amendedprovisions	Currentprovisions	Description
	are combined as a single property purchased or leasedin one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the means listed in the preceding paragraph. Where the Bank acquires real propertyor right-of-use assets thereof from a related party and appraises the cost of the real property or right-of-use assets thereof in accordance with the preceding two paragraphs shall also engage a CPA to check the appraisal and render a specific opinion. Where the Bank acquires real propertyor right-of-use assets thereof from a related party and one of the following circumstances exists, the acquisition shall be conducted in accordance with the preceding article, and the preceding three paragraphs do not apply: I. The related party acquired the real propertyor right-of-use assets thereof through inheritance or as a gift. II. More than 5 years will have elapsed from the time the related party signed the contract to obtain the real propertyor right-of-use assets thereof to the signing date for the current transaction. III. The real property is acquired through the signing of a joint development contract with the related party, or through engaging a related party to build real property, either on the Bank's own land or on rented land. IV. The real property right-of-use assets for business use are acquired by the Bank with its subsidiaries, or by its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital.	purchased in one transaction, the transaction costs for the land and the structures may be appraised in accordance with either of the means listed in the preceding paragraph. Where the Bank acquires real property from a related party and appraises the cost of the real property thereof in accordance with the preceding two paragraphs shall also engage a CPA to check the appraisal and render a specific opinion. Where the Bank acquires real property from a related party and one of the following circumstances exists, the acquisition shall be conducted in accordance with the preceding article, and the preceding three paragraphs do not apply: I. The related party acquired the real property through inheritance or as a gift. II. More than 5 years will have elapsed from the time the related party signed the contract to obtain the real property to the signing date for the current transaction. III. The real property is acquired through signing of a joint development contract with the related party, or through engaging a related party to build real property, either on the Bank's own land or on rented land.

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Amendedprovisions	Currentprovisions	Description
Article 13 When the results of a public company's appraisal conducted in accordance with paragraph 1 and paragraph 2 of the preceding Article are uniformly lower than the transaction price, the matter shall be handled in compliance with Article 14. However, where the following circumstances exist, objective evidence has been submitted and specific opinions on reasonableness have been obtained from a professional real property appraiser and a CPA have been obtained, this restriction shall not apply: I. Where the related party acquired undeveloped land or leased land for development, it may submit proof of compliance with one of the following conditions: (I) Where undeveloped land is appraised in accordance with the means in the preceding Article, and structures according to the related party's construction cost plus reasonable construction profit are valued in excess of the actual transaction price. The "Reasonable construction profit" shall be deemed the average gross operating profit margin of the related party's construction division over the most recent 3 years or the gross profit margin for the construction industry for the most recent period as announced by the Ministry of Finance, whichever is lower. (II) Completed transactions by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area andtransaction terms are similar after calculation of reasonable price discrepancies in floor or area landprices in	Article 13 When the results of a public company's appraisal conducted in accordance with paragraph 1 and paragraph 2 of the preceding Article are uniformly lower than the transaction price, the matter shall be handled in compliance with Article 14. However, where the following circumstances exist, objective evidence has been submitted and specific opinions on reasonableness have been obtained from a professional real property appraiser and a CPA have been obtained, this restriction shall not apply: I. Where the related party acquired undeveloped land or leased land for development, it may submit proof of compliance with one of the following conditions: (I) Where undeveloped land is appraised in accordance with the means in the preceding Article, and structures according to the related party's construction cost plus reasonable construction profit are valued in excess of the actual transaction price. The "Reasonable construction profit" shall be deemed the average gross operating profit margin of the related party's construction division over the most recent 3 years or the gross profit margin for the construction industry for the most recent period as announced by the Ministry of Finance, whichever is lower. (II)Completed transactions by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard	In response to Article 17 of "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" amended by the FSC, the Bank relaxed the requirements that, when acquiring real property right-of-use assets from related parties, it may use the lease transactions carried out by non-related partied in the neighboring area as the reference to impute and estimate the rationale of the transaction price.
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	Amendedprovisions			Currentprovisions	Description
	accordance with standard property market sale orleasing practices. II. Where the Bank acquiring real property,or obtaining real property right-of-use assets through leasing,from a related party provides evidence that the terms of the transaction are similar to the terms of completed transactions involving neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year. Completed transactions involving neighboring or closely valued parcels of land in the preceding paragraph in principle refers to parcels on the same or an adjacent block and within a distance of no more than 500 meters or parcels close in publicly announced current value; transactions involving similarly sized parcels in principle refers to transactions completed by unrelated parties for parcels with a land area of no less than 50 percent of the property in the planned transaction; within the preceding year refers to the year preceding the date of occurrence of the acquisition of the real property or obtainment of the right-of-use assets thereof.		(III)
	Article 14 Where the Bank acquires real propertyor right-of-use assets thereof from a related party and the results of appraisals conducted in accordance with the preceding two articles are uniformly lower than the transaction price, the following steps shall be taken: I. A special reserve shall be set aside in accordance with paragraph 1, Article 41 of the Securities and Exchange Act against the		Article 14 Where the Bank acquires real property from a related party and the results of appraisals conducted in accordance with the preceding two articles are uniformly lower than the transaction price, the following steps shall be taken: I. A special reserve shall be set aside in accordance with Article 41, paragraph 1 of the Securities and Exchange Act against the		In response to Article 18 of "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" amended by the FSC, the Bank included the real property right-of-use

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	Amendedprovisions	Currentprovisions	Description
	difference between the real property transaction price and the appraised cost, and may not be distributed or used for capital increase or issuance of bonus shares. Where a public company uses the equity method to account for its investment in another company, then the special reserve called for under Article 41, paragraph 1 of the Act shall be set aside pro rata in a proportion consistent with the share of public company's equity stake in the other company. II. The Audit Committee shall comply with Article 218 of the Company Act. III. Actions taken pursuant to the preceding two subparagraphs shall be reported to a shareholders meeting, and the details of the transaction shall be disclosed in the annual report and any investment prospectus. Where the Bank has set aside a special reserve under the preceding paragraph may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchased or leasedat a premium, or they have been disposed of, or the leasing contract has been terminated,or adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the Competent Authority has given its consent. Where the Bank obtains real property or right-of-use assets thereof from a related party, it shall also comply with the preceding two paragraphs if there is other evidence indicating that the acquisition was not an arms-length transaction.	difference between the real property transaction price and the appraised cost, and may not be distributed or used for capital increase or issuance of bonus shares. Where a public company uses the equity method to account for its investment in another company, then the special reserve called for under Article 41, paragraph of the Act shall be set aside pro rata in a proportion consistent with the share of public company's equity stake in the other company. II. The Audit Committee shall comply with Article 218 of the Company Act. III. Actions taken pursuant to the preceding two subparagraphs shall be reported to a shareholders meeting, and the details of the transaction shall be disclosed in the annual report and any investment prospectus. Where the Bank has set aside a special reserve under the preceding paragraph may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchased at a premium, or they have been disposed of, or the leasing contract has been terminated, or adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the Competent Authority has given its consent. Where the Bank acquires real property from a related party, shall there be evidence supporting that there are unusual circumstances not complying with the practices regarding the transactions, follow the preceding two articles.	acquired from the related party through leasing in the agenda when the evaluated cost is lower than the transaction price.
	Article 19 The total contracted amount for the	Article 19 The total contracted amount for the	Amended accordingto the

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Amendedprovisions	Currentprovisions	Description
Bank carrying out financial derivatives transaction and the maximum amount for the overall or individual contract shall be carried out according to the relevant requirements of laws and regulation prescribed by the Competent Authority and the "Guidelines for the control of risk limits onconducting derivatives transactions" of the Bank.	Bank carrying out derivatives transaction and the maximum amount for the overall or individual contract shall be carried out according to the relevant requirements of laws and regulation prescribed by the Competent Authority and the "Guidelines for the control of risk limits on derivatives transactions" of the Bank.	name of the internal regulations of the Bank.
Article 25 Where the Bank conducts a merger, demerger, acquisition, or transfer of shares, prior to convening the Board to resolve on the matter, shall engage a CPA, attorney, or securities underwriter to give an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and submit it to the Board for deliberation and passage. However, the requirement of obtaining an aforesaid opinion on reasonableness issued by an expert may be exempted in the case of a merger bythe Bank of a subsidiary in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, and in the case of a merger between subsidiaries in which the public company directly or indirectly holds 100 percent of the respective subsidiaries' issued shares or authorized capital.	Article 25 Where the Bank conducts a merger, demerger, acquisition, or transfer of shares, prior to convening the Board to resolve on the matter, shall engage a CPA, attorney, or securities underwriter to give an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and submit it to the Board for deliberation and passage. However, the requirement of obtaining an aforesaid opinion on reasonableness issued by an expert may be exempted in the case of a merger by apublic company of a subsidiary in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, and in the case of a merger between subsidiaries in which the public company directly or indirectly holds 100 percent of the respective subsidiaries' issued shares or authorized capital.	Carried out modification on texts.
Article 33 Under any of the following circumstances, where the Bank acquiring or disposing of assets shall publicly announce and report the relevant information on the designated website of the Competent Authority in the appropriate format as prescribed by regulations 2 hours before the commencement of trading hour on the next day from the date of occurrence of the event, where the next day is not a business date, it shall make the announcement and report on the date of occurrence of	Article 33 Under any of the following circumstances, where the Bank acquiring or disposing of assets shall publicly announce and report the relevant information on the designated website of the competent authority in the appropriate format as prescribed by regulations 2 hours before the commencement of trading hour on the next day from the date of occurrence of the event, where the next day is not a business date, it shall make the announcement and report on the date of occurrence of	In response to Article 31 of "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" amended by the FSC, the Bank stated that the debts should be domestic government debts. The Bank also

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Amendedprovisions	Currentprovisions	Description
the event: I. Acquisition or disposal of real propertyor right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real property or right-of-use assets thereof from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the Bank's total assets, or NT$300 million or more; provided, this shall not apply to trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. II. Merger, demerger, acquisition, or transfer of shares. III. Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the Procedures. IV. Where equipmentor right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount meets any of the following criteria: (I) For a public company whose paid-in capital is less than NT$10 billion, the transaction amount reaches NT$500 million or more. (II) For a public company whose paid-in capital is NT$10 billion or more, the transaction amount reaches NT$1 billion or more. V. Where land is acquired under an arrangement on engaging others to build on the Bank's own land, engaging others to build on rented land, joint construction	the event: I. Acquisition or disposal of real property from or to a related party, or acquisition or disposal of assets other than real property from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the Bank's total assets, or NT$300 million or more; provided, this shall not apply to trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. II. Merger, demerger, acquisition, or transfer of shares. III. Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the Procedures. IV. Where equipment or business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount meets any of the following criteria: (I) For a public company whose paid-in capital is less than NT$10 billion, the transaction amount reaches NT$500 million or more. (II) For a public company whose paid-in capital is NT$10 billion or more, the transaction amount reaches NT$1 billion or more. V. Where land is acquired under an arrangement on engaging others to build on the Bank's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages,or	included the right-of-use assets in the regulation of this Article. Regarding the regulations of transactions with related parties under sub-paragraph 1, paragraph 1, the Bank amended sub-paragraph 5 for non-related party transaction. The Bank made amendments for relaxing requirements that, announcements may be exempted for investment professional trading marketable securities; also, considering the higher risk for subordinated debentures, it stated that, common corporate bonds and general financial bonds not involving equity referred to shall exclude subordinated debentures.
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	Amendedprovisions	Currentprovisions	Description
and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermorethe transaction counterparty is not a related party,and the amount the Bank expects to invest in the transaction reaches NT$500 million. VI. Where an asset transaction other than any of those referred to in the preceding five subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances: (I) Trading ofdomestic government bonds. (II) Where done by professional investors-securities trading on securities exchanges or OTC markets, or subscription of ordinary corporate bonds or general bank debentures without equity characteristics (excluding subordinated debt) that are offered and issued in the primary market,or subscription or redemption of securities investment trust funds or futures trust funds, or subscription by a securities firm of securities as necessitated by its undertaking business or as an advisory recommending securities firm for an emerging stock company, in accordance with the rules of the Taipei Exchange. (III) Trading of bonds and/or notes under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.		joint construction and separate sale, and the amount the Bank expects to invest in the transaction reaches NT$500 million. VI. Where an asset transaction other than any of those referred to in the preceding five subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances: (I) Trading of government bonds. (II) Where done by professional investors-securities trading on domestic/foreign securities exchanges or OTC markets, or subscription or redemption of securities investment trust funds or futures trust funds, or subscription by a securities firm of securities as necessitated by its undertaking business or as an advisory recommending securities firm for an emerging stock company, in accordance with the rules of the Taipei Exchange. (III) Trading of bonds and/or notes under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. The amount of transactions above shall be calculated as follows: I. The amount of any individual transaction. II. The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same transaction counterparty within the preceding year. III. The cumulative transaction amount of acquisitions and

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Amendedprovisions	Currentprovisions	Description
The amount of transactions above shall be calculated as follows: I. The amount of any individual transaction. II. The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same transaction counterparty within the preceding year. III. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of real propertyor right-of-use assets thereof within the same development project within the preceding year. IV. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year. "Within the preceding year" as used in the 2nd paragraph refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with these Regulations need not be counted toward the transaction amount. The Bank shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by the Bank and any subsidiaries that are not domestic public companies and enter the information in the prescribed format into the information reporting website designated by the Competent Authority by the 10th day of each month. When the Bank at the time of public announcement makes an error or omission in an item required by regulations to be publicly announced and so is required to correct it, all the items shall be again publicly announced and reported in their	disposals (cumulative acquisitions and disposals, respectively) of real property within the same development project within the preceding year. IV. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year. "Within the preceding year" as used in the 2nd paragraph refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with these Regulations need not be counted toward the transaction amount. The Bank shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by the Bank and any subsidiaries that are not domestic public companies and enter the information in the prescribed format into the information reporting website designated by the Competent Authority by the 10th day of each month. When the Bank at the time of public announcement makes an error or omission in an item required by regulations to be publicly announced and so is required to correct it, all the items shall be again publicly announced and reported in their entirety within two days counting inclusively from the date of knowing of such error or omission. Where the Bank acquiring or disposing of assets shall keep all relevant contracts, meeting minutes, log books, appraisal reports and CPA, attorney, and securities underwriter opinions at the Bank, where they shall be retained for 5 years except where another act provides otherwise.

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Amendedprovisions	Currentprovisions	Description
entirety within two days counting inclusively from the date of knowing of such error or omission. Where the Bank acquiring or disposing of assets shall keep all relevant contracts, meeting minutes, log books, appraisal reports and CPA, attorney, and securities underwriter opinions at the Bank, where they shall be retained for 5 years except where another act provides otherwise.
Article 35 Regarding matters of acquisition or disposals of assets regarding announcements and reporting, relevant departments shall follow the segregation of duties of the Bank to enter the announcing and reporting information into the online reporting system according to the requirements and submit significant messages and information to the Business Development Department of the Bank to enter into the Market Observation Post System.	Article 35 Regarding matters of acquisition or disposals of assets regarding announcements and reporting, relevant departments shall follow the segregation of duties of the Bank to enter the announcing and reporting information into the online reporting system according to the requirements and submit significant messages and information to the Business ManagementDepartment of the Bank to enter into the Market Observation Post System.	In response to the adjustment of the organization, the Business Management Department was renamed as the Business Development Department for the modification of texts.
Article 36 Where the subsidiary is not a domestic public company, it shall submit content and information related to the announcement and reporting to the Treasury Department for entering into the internet reporting system and forwarding significant messages and information to BusinessDevelopment Department of the Bank to enter into the Market Observation Post System.	Article 36 Where the subsidiary is not a domestic public company, it shall submit content and information related to the announcement and reporting to the Treasury Department for entering into the internet reporting system and forwarding significant messages and information to BusinessManagement Department of the Bank to enter into the Market Observation Post System.	In response to the adjustment of the organization, the Business Management Department was renamed as the Business Development Department for the modification of texts.
Article 38 For the evaluation and operating procedures and the deciding procedures for transaction conditions regarding the acquisition or disposals of assets by the subsidiaries of the Bank, carry out according to the procedures prescribed by the Bank. Regarding the total amount available for purchasing real property for non-business use and itsright-of-use assets or marketable securities, and the limit for investment in individual	Article 38 For the evaluation and operating procedures and the deciding procedures for transaction conditions regarding the acquisition or disposals of assets by the subsidiaries of the Bank, carry out according to the procedures prescribed by the Bank. Regarding the total amount available for purchasing real property for non-business use or marketable securities, and the limit for investment in individual marketable	For the reason that the Competent Authority required for the regulations on the total investment amount for subsidiaries, the Bank referred to the practices of listed companies and practices in the industry to establish the

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Amendedprovisions	Currentprovisions	Description
marketable securities, except for being required by the laws and regulations of the government, handle according to the following requirements: I. The total amount for purchasing real property for non-business use shall not exceed 20% of the net value after the financial accounting of the previous fiscal year. II. The total amount for purchasing marketable securities (excluding government debts, treasury bills, NCDs from the central bank, and the all-savers certificate from the central bank) shall not exceed the 50% net value of any of such subsidiaries' after the financial accounting of the previous fiscal year; the limit for investments in individual marketable securities shall not exceed the 30% net value of any of such subsidiaries' after the financial accounting of the previous fiscal year.However, due to the business features, TBB Venture Capital Co., Ltd. shall not be limited to such restrictions.	securities, except for being required by the laws and regulations, handle according to the following requirements: I. The total amount for purchasing real property for non-business use shall not exceed 20% of the net value after the financial accounting of the previous fiscal year. II. The total amount for purchasing marketable securities (excluding government debts, treasury bills, NCDs from the central bank, and the all-savers certificate from the central bank) shall not exceed the 50% net value of any of such subsidiaries' after the financial accounting of the previous fiscal year; the limit for investments in individual marketable securities shall not exceed the 30% net value of any of such subsidiaries' after the financial accounting of the previous fiscal year.	investment cap for its subsidiaries. As the Bank holds 100% equity of TBB Venture Capital Co., Ltd., considering the business features and subsequent need for business development of the subsidiary, with venture capital as its profession, the Bank exclude TBB Venture Capital Co., Ltd. from the regulations of the limit control.
Article 40 Where the subsidiary is not a domestic public company, shall there be information related to the announcement to the Bank according to the requirements under Chapter 3 of the Procedures regarding acquiring or disposing of assets, the subsidiaries shall submit related announcing information to the Bank for processing. The requirements of paid-in capital or total assets regarding the standards of announcing and reporting applicable to the subsidiaries in the previous paragraph under Article 33-1 shall be based on the paid-in capital or total assets of the Bank.	Article 40 Where the subsidiary is not a domestic public company, shall there be information related to the announcement to the Bank according to the requirements under Chapter 3 of the Procedures regarding acquiring or disposing of assets, the subsidiaries shall The requirements of20% paid-in capital or10% total assets regarding the standards of announcing and reporting applicable to the subsidiaries in the previous paragraph under Article 33-1 shall be based on the paid-in capital or total assets of the Bank.	In response to Article 34 of "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" amended by the FSC, the announcing and reporting standards shall be in line with its parent company; therefore, than Bank amended the requirements under the 2nd paragraph, allowingsuch

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Amendedprovisions	Currentprovisions	Description
		announcing and reporting standards applicable to its subsidiaries.

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Proposal IV by the Board

Explanation: Release the non-competition restriction on the Directors of the Bank, hereby proposed for approval.

Description:

I. According to the requirements under Article 26-1 of the Securities and Exchange Act and paragraph 1, Article 209 of the Company Act, “a director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.”

II. Since the 2018 annual shareholders' meeting, the Director so far who does anything for himself or on behalf of another person that is within the scope of the company's business are as described in the attachment. In order to exempt the Directors from the disgorgement of competitive conducts, it is required to propose to the shareholders' meeting for the approval of releasing the non-competition restriction.

Voting results:

Votingresults:
Number of Votes by Attending Shareholders	For		Against	Void	Abstain/ Did not vote
	Counts	Ratio (%)	Counts	Counts	Counts
2,938,278,238	2,433,351,136 (1,648,635,484 votes therein exercised the voting rights by electronic means)	82.81	5,084,522 (5,084,522 votes therein exercised the voting rights by electronic means)	0	499,842,580 (492,500,729 votes therein exercised the voting rights by electronic means)

Resolution: The case was passed as proposed after voting.

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Breakdown of Releasing the Non-Competition Restriction on the Directors of Taiwan Business Bank Co., Ltd.

Name of the Director	Director assuming posts in other companies that engage in the same businesses with the Company and subsidiaries.
Shih-Yuan Tai (Bank of Taiwan Representative)	EVP&GM, Department of Human Resources, Bank of Taiwan

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Proposal V by the Board

Explanation: Discussion on capital increase via common shares of the Bank by private placement, hereby proposed for approval.

Description

I. To comply with government policies, strengthen the financial structure of the Bank, improve the capital adequacy ratio, and expand the operating scale, the Bank intends to engage strategic investors for capital increase by private placement, to moderately increase the shareholding of government shares of the Bank, reinforce the political function as an SME Specialized Bank, and grasp the timeliness of capital raising.
II. The description based on "Article 43-6 of the Securities and Exchange Act" and the "Directions for Public Companies Conducting Private Placements of Securities" is as follow:
(I)The basis and rationale for the setting of the private placement price.
- 1.The setting of the private placement price of the Bank shall be based on the principle of closing to the reasonable stock price of the Bank and not lower than the par value (NT$10).
- The basis for setting the issue price: According to the requirements under the "Directions for Public Companies Conducting Private Placements of Securities," use the higher of the two from (1) the simple average closing price of the common shares of the TWSE listed or TPEx listed company for either the 1, 3, or 5 business days before the price
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determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction; or (2) the simple average closing price of the common shares of the TWSE listed or TPEx listed company 30 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends, or capital reduction, as the reference price of the private placement of common shares. The private placement price shall be no less than 95% of the abovementioned reference price and shall be no less than the par value (NT$10).

The rationale of the issue price: The actual private placement price is intended to be authorized to the Board to determine according to the requirements under the laws and regulations, and such price shall not be lower than the scope of amount resolved by the shareholders' meeting (95%) nor the par value (NT$10). The setting of the above-mentioned private placement price shall base on the requirements under the laws and regulations issued by the competent authority, and shall consider factors such as the stringent restriction on the transfer timing, target, and amount of the private placement for common shares, restriction of three years in no consultancy for listing, and poor liquidity. Therefore, the setting of the private placement price shall be reasonable.
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(II)The method for selecting specific persons:
1.To strengthen the role of a specialized bank of the Bank, comply with the political function, allow the operating direction of the Bank to work closely with the economic and industrial policies of the government, the Bank intends to carry out capital increase through private placement and engage a single strategic investor - National Development Fund. Its qualification shall comply with the relevant requirements under subparagraph 2, paragraph 1, Article 43-6 of the Securities and Exchange Act and Order Tai-cai-cheng-(yi)-zi No. 0910003455 issued by the FSC on June 13, 2002.
2.The Bank chose the National Development Fund to participate in the capital increase by private placement, which primarily taking into account that the National Development Fund is responsible for the critical task of promoting the transformation and development of the national industries. If the National Development Fund invests in the Bank through the capital increase via private placement, it will be beneficial to achieve high consistency in the business development of the Bank and the key policy area of the government, increasing the service capacity for the financing market of SMEs.
3.A moderate increase in the shareholding of government shares of the Bank not only reinforces the Bank's role as an SME Specialized Bank to manifest the focus and support from the government to the general SMEs but also supplements the - 80 -

insufficiency for the market function oriented system of commercial banking. Upon the capital injection and after the National Development Fund became a substantial shareholder of the Bank, it is expected that the Bank's support for venture capital business and micro, start-up enterprises, and local start-up companies will see a significant increase in the future, contributing to the understanding of general SMEs for the care and warmth from the government as well as allowing the citizens to recognize the administration of the government.

4.Relationship between the subscriber and the Bank: Currently, the National Development Fund has no shareholding in the Bank and is not a shareholder of the Bank. However, the National Development Fund is a "government-related entity" to the substantial shareholders of the Bank, including the Bank of Taiwan (17.22%), Land Bank of Taiwan Co., Ltd. (2.43%), and the Ministry of Finance (2.21%).

(III)Necessity for the private placement

1.The reason for excluding public placement: As compared to public placement, marketable securities from private placement are not freely transferable within three years, such requirements may ensure the long-term cooperation between the Bank and the strategic investor. In addition, private placement for fund-raising was determined after taking into account factors of timeliness, convenience, issue cost, and stability of equity. - 81 -
2.Limit for the private placement: the total number of shares for the private placement may not exceed 1,000,000,000 shares.
3.Usage of funds: The private placement aims at comprehensively introduce the strategic investor, the Bank intends to propose to the Shareholders' meeting to authorize the Board to carry out the placement in batches (up to 3 batches) within one year from the date of resolution from the shareholders' meeting based on the capital requirements of the Bank. The funds raised from each batch of the private placement will be used in supporting the operating capital of the Bank, and help improve the capital structure.
4.Estimated effect: Exhibiting the support from the government to the Bank with the capital contribution from the strategic investor not only is beneficial to the business promotion of the Bank, but also helps magnify the effect in respect to the financial support from the Bank in accordance with the preferential policies for domestic SMEs and fostering of SME facilities.
III. Common shares and related rights and obligations under the private placement shall rank pari passu to the issued shares; however, except for particular circumstances complying with the provisions under Article 43-8 of the Securities and Exchange Act, such shares are not freely transferrable within three years from the delivery date. Upon three years from the delivery date, the Bank intends to authorize the Board to apply to the competent authority for the listing of the - 82 -

common shares under the private placement according to relevant laws and regulations.

IV. Regarding the issuing conditions, scheduled project, capital utilization, estimated effects, and other unaddressed matters for the common shares under the private placement, where alterations and amendments are to be carried out in the future due to changes in laws and regulations, instructions from competent authorities and responding to the objective environment, the Bank intends to authorize the Board for handling with full discretion.

Voting results:

Votingresults:
Number of Votes by Attending Shareholders	For		Against	Void	Abstain/ Did not vote
	Counts	Ratio (%)	Counts	Counts	Counts
4,039,569,452	3,551,054,215 (2,768,151,570 votes therein exercised the voting rights by electronic means)	87.90	37,293,830 (35,480,823 votes therein exercised the voting rights by electronic means)	0	451,221,407 (443,879,556 votes therein exercised the voting rights by electronic means)

Resolution: The case was passed as proposed after voting.

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VI. Questions and Motions

Shareholder Sun Moon Lake International Resort Co., Ltd. (Shareholder Number 128151) spoke regarding the adjustments of branch locations, effects of the trade war between the US and China, and the increase in loans to SMEs.

Shareholder ○-Ing Hsu (Shareholder Number 490075) spoke regarding the scope and time of influences on the banking business from the trade war between China and the US, the extradition law in Hong Kong, and FED's interest rate cut, as well as the corresponding strategies of the Bank.

Shareholder ○-Hua Hsu (Shareholder Number 9149) expressed her gratitude and blessing regarding the new height of share price of and dividends distributed by the Bank.

The Chairman has made explanations on the above statement.

The Chairman declared the meeting adjourned.

VII. Meeting Adjourned (11:01 a.m.)

Chairman: Bor-Yi Huang

Record Keeping: Hui-Juan Wu

The meeting minutes of the shareholders' meeting only set out the summary of discussions; the details shall be subject to the meeting's video/audio records.

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AI assistant

TBB — AGM Information 2019

52201_rns_2019-07-29_dd9e6cc5-ddaa-4096-8299-8cc5e115e16b.pdf

Meeting Minutes for 2019 Annual Shareholders' Meeting of Taiwan Business Bank Co., Ltd.

I. Call the Meeting to Order

II. Opening Remarks by Chairman

III. Report Matters

Report I

Report II

Report III

IV. Recognition Matters

Voting results:

Taiwan Business Bank Co., Ltd.

Operating Report for 2018

(1)Implementation summary and the operating results

A.Profitability:

B.Corporate Governance:

Reinforcement of information disclosure channels and upgrading of transparency in corporate governance

C.Core Businesses:

a.Corporate Banking

b. Foreign exchange

c. Wealth management

D.Innovative Products

a.Continue developing the innovative e-banking business to provide more convenient services

E.Expansion of the Scope of Channel Services

F. Information operating system:

c. Active promotion of the digital banking business and broad development of customer groups

G. Implementation of Legal Compliance and Anti-Money Laundering Operations

c. Continued the reinforcement of overseas compliance operations for legal compliance

d. Strengthening of the monitoring mechanism for compliance follow-up

H. Corporate Social Responsibility:

(2)Budget Implementation

(3)Revenues, Expenditures, and Profitability

(4)Research and Development

2. Business Plans for 2019

(1)Operating Directions and Policies

A.Learning & Growth

B. Internal Procedures

C.Customers

D.Finance

(2)Business Targets

3. Results of Latest Credit Rating

Proposal II by the Board

NT$2,292,162,484.45.

(3)Items added:

(6)Closing undistributed earnings: NT$356,940,304.77.

Voting results:

Taiwan Business Bank Co., Ltd.

Disposition of Earnings

V. Discussion Matters

Proposal I by the Board

Votin results: g

Proposal II by the Board

Votin results: g

Comparison Table of the Drafted Amendment to Provisions of Articles of Association of Taiwan Business Bank Co., Ltd,

Proposal III by the Board

Votin results: g

Procedures for Acquisition and Disposal of Assets of Taiwan Business Bank Co., Ltd.

Comparison Table of the Drafted Amendment to Provisions of Articles of Association

Proposal IV by the Board

Voting results:

Breakdown of Releasing the Non-Competition Restriction on the Directors of Taiwan Business Bank Co., Ltd.

Proposal V by the Board

Voting results:

VI. Questions and Motions

VII. Meeting Adjourned (11:01 a.m.)

Chairman: Bor-Yi Huang

Record Keeping: Hui-Juan Wu

More from TBB

TBB AGM Information 2019