TBB - AGM Information 2021 | FinancialReports.eu

Meeting Minutes for 2021 Annual Shareholders' Meeting of Taiwan Business Bank Co., Ltd.

Time: Tuesday, July 20, 2021, at 9:00 am Venue: No. 15, Ln. 168, Xingshan Rd., Neihu Dist., Taipei City Attendance: The total issued shares of the Bank was 7,488,583,457 shares. The shareholding of the attending shareholders on the date of the meeting was 5,385,290,604 shares (2,093,803,308 shares therein attended and exercised the voting rights by electronic means), representing 71.91% total issued shares.

Participants: Managing Director and President Chih-Chien Chang Managing Director Lien-Wen Liang Independent Director Jin-Long Liu (Chairperson of the Audit Committee)

Director Shiu-Yen Lin Director Wen-Chieh Wang Director Hung-Sheng Yu Director Tzu-Hao Tsai Director Ching-Yu Liu Director Che-Nan Wang Ya-Wen Chiu, Attorney at law Zheng-Xin Xu, Attorney at law Tan-Tan Chung, CPA Ya-Wen Hsiao, CPA

Chairman: Chairman Chien-Hao Lin

I. Call the Meeting to Order

The total number of shares issued by the Bank was 7,488,583,457 shares. The shareholding of the attending shareholders at the time of 9:00 a.m. was 4,171,112,617 shares (2,093,803,308 shares therein attended and exercised the voting rights by electronic means), representing 55.70% of total issued shares, which has complied with the legal requirement of more than one-half of the shares in attendance. In addition, more than half of the Directors of the Bank and members of the functional committees have also attended the meeting; 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 2020 Operating Report

Description: Please refer to Page 6 ~ 24 of this Handbook for the Bank’s 2020 Operating Report.

Resolution: Acknowledged.

Report II

Explanation: The Audit Committee's Review Report on the 2020 financial statements of the Bank

Description: Please refer to Page 3 of this Handbook for said Review Report.

Resolution: Acknowledged.

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Report III

Explanation: Report on Distribution of the 2020 Remuneration for Employees and Directors

Description:

Pursuant to Article 235-1 of the Company Act, the distribution was approved at the 17th meeting of the 4th Remuneration Committee and the 20th meeting of the 15th Board of Directors of the Bank.
Remuneration of employees and Directors for 2020 were
distributed in cash and distributed as follows:
(1) Employee remuneration (3.865%): NT$217,392,749.
(2) Director remuneration (0.6%): NT$33,747,904.
- The above proposed distributions of employee and Director remuneration are included in the current year's expenses in accordance with the regulations.

Resolution: Acknowledged.

IV. Proposals

Proposal I (Proposed by the Board of Directors) Explanation: Adoption of the 2020 financial statements of the Bank Description: The 2020 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 6 ~ 40 of the Handbook) have been submitted to and passed by the 20th meeting of the 15th Board of Directors.

Voting results:

Total votes upon voting: 5,384,626,214 voting rights

Voting results	Votes (including electronic votes)	Ratio (%)
For	5,019,307,987	93.21
Against	3,960,324	0.07
Void	0	0
Abstain/unused votes	361,357,903	6.72

Resolution: The case was passed as proposed after voting.

Taiwan Business Bank Co., Ltd. 2020 Business Report

In 2020, the global economic performance was deeply affected by the outbreak of COVID-19. At the end of 2019, a severe outbreak of COVID-19 occurred in Mainland China. In March 2020, the epidemic spread from Asia to Europe and the U.S.; countries across the world implemented lockdown measures to contain the spread of the epidemic, resulting in an immediate halt of the global economy and transportations. The supply and demand of crude oil experienced serious imbalances in the international market, which led to a sharp drop in its price on an ongoing basis, and triggered substantial fluctuation in the global financial market. The Lockdown measures implemented by countries to contain the spread of the outbreak materially affected the performance of the transportation industry, tourism service industry, and import/outport business. Fortunately, countries rolled out corporate and personal burden alleviation measures and easing monetary policies to slow down the panic sentiments in the financial market and mitigate liquidity risks.

On March 3 and 15, 2020, the U.S. Federal Reserve (Fed) significantly cut down the Federal Funds Rate by 150 basis points, returning to the zero-interest rate policy that has been ceased since the financial crisis in 2008. In March 2020, the U.S. stock market experienced setbacks due to the panicking sentiments of investors resulted from the outbreak, triggering constant circuit breakers. The Fed upgraded the quantitative easing (QE) program of US$700 billion just implemented to an unprecedented limitless QE in a short period of time, and initially include investment-grade corporate bonds and investment-grade listed ETF into the scope of purchases. Central banks in Europe and Japan soon followed up on canceling their QE policies with purchase ceilings. In the meantime, the People's Bank of China adopted the targeted Reserve Requirement Ratio (RRR) cuts in response, the central banks and governments of major and emerging countries across the world adopted easing policies one after another and rolled out various burden alleviation programs shortly to maintain the drivers for the economy and employment, and stabilize the confidence of corporates and citizens.

As countries maintain their easing monetary policies, Central Bank in Taiwan also had an interest cut of 25 basis points in March, with a rediscount rate at 1.125%. With respect to the currency rates, the U.S. monetary easing policy weakened U.S. Dollars (USD), coupled with the repatriated funds from the Taiwanese businesses, the currency rate of New Taiwan Dollars (NTD) against USD appreciated from NT$30.114 at the beginning of 2020 to NT$28.508 at the end of 2020. In aggregate, the currency rate appreciation amounted to NT$1.606 for NTD throughout 2020, representing an increase of 5.63%.

Under the impacts of COVID-19 and the trade war between the U.S. and the PRC, multinational enterprises reduced the production ratio in the PRC or moved production bases out of the PRC. Taiwan possesses comparative advantage to other countries in manufacturing technology and has relatively better control for the

epidemic. It, therefore, become a stronghold for Taiwanese businesses and multinational enterprises when making such transfers, contributing to the domestically economic performance.

According to the figure marked up by the Directorate General of Budget, Accounting and Statistics (DGBAS), the economic growth rate in Taiwan was 2.54% for 2020, and it is estimated that the economic growth rate in Taiwan for 2021 will increase to 3.83%. According to the forecast made by the DGBAS, the economic performance in 2021 will surpass that of 2020. According to ITRI's IEKCQM, it is estimated that the output value of the manufacturing industry in Taiwan will reach NT$19.68 trillion in 2021 with an output value growth of 4.75%.

As the Fed implied that mark-up of the interest rate would not occur by 2023, the probability of interest rate increase by the Central Bank of Taiwan is low with the backdrop that the probability of interest rate increase by Fed of the U.S. is low. As the interest rate in Taiwan is at the low range historically, the probability of interest rate decrease is low, unless another global trend of interest rate decrease occurred. Therefore, it is estimated that bank interest rate differential for banks funded by the government is unlikely to experience further significant shrinkage and the impacts arising from the shrinking interest rate differential will also decline. Regarding the exchange rate performance, with the continuous weakening of USD, the exchange rate for NTD against USD is maintained at approximately USD 1: NTD 28, which may become the new norm as indicated by the Central Bank.

The return trend of Taiwanese businesses created demands for investments, capital utilization, and plant establishment, which benefit the potential opportunities for financing, loans, and wealth management businesses of the banking industry. Suppliers turn to Southeast Asia for establishing their production capacity also brought chances for banks in Taiwan to promote overseas businesses, including margin purchase businesses such as wealth management planning, plant establishing and land purchase, and equipment investment. It is estimated that such conditions will contribute to the business volume of banks in Taiwan regarding deposits, loans, and wealth management in 2021.

In terms of industry development trends, the isolation policy in response to COVID-19 materially minimized the chances of consumers entering real outlets, generating significant impacts on the retail service industry. Transaction models and operating methods of merchants may be significantly changed due to the safe distance. The low-contact payment model will become the key innovative development for the financial service models after the outbreak. In 2021, it is expected that there will be more banks continue to optimize their mobile banking service platform and increase the cross-field operations with different industries to build scenario finance, create the financial ecosystem, and put focus on the non-high-end asset customer groups that received minor services in the past, so as to expand their businesses to general citizens and bring new business opportunities for the banking industry. In terms of internal management, to develop new financial services, the banking industry has strengthened their online credit investigation/loan

supervision, legal compliance, risk management, performance management techniques, while considering the rise of sustainable finance in the aftermath of the pandemic, the banking industry has also increasingly placed emphasis on climate change and natural disasters, systemic risks of plague, and financial disclosures.

In the future, the Bank will continue to develop the loan supervision optimization program by carrying through the internal controls using three lines of defense and strengthening the overall risk control and reinforce FinTech development as well as information security controls. Furthermore, from the perspective of a professional financial institution, the Bank will grasp the business opportunities upon the return of Taiwanese businesses and proactively assist the small and medium enterprises (SMEs) in transformation and second-generation inheritance in accordance with government policies. Meanwhile, the Bank will provide financial products and services integrated with environmental protection and social welfare that correspond to social requirements, proactively strengthening and assisting in the sustainable growth of Taiwanese SMEs, thus fulfilling its corporate social responsibility (CSR) initiatives. The Bank will endeavor to turn the Bank into a leading brand in the field of SME financing and establish a solid foundation for the sustainable development of the Bank upon stepping into the next century

The Bank's operation results in 2020 and the business plan for 2021 are summarized as below:

I.Operation Results in 2020

(1) Implementation summary and the operation results

A. Profitability:

The Bank carried out a capital increase of NT$3.566 billion via transferred earnings, and issued stock and cash dividends of NT$0.50 per share and NT$0.20 per share, respectively, for the previous year (2019). Net income after tax for 2020 amounted to NT$4.702 billion (net income before tax was NT$5.374 billion).

B. Corporate Governance: Reinforcement of information disclosure channels and improvements in 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 2019 Corporate Governance Evaluation held by the Taiwan Stock Exchange.
b. The Bank actively increased communication channels for domestic and overseas investors, and an online investor conference was respectively held
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on August 28, 2020 and December 4, 2020. Each investor has immediate access to information on the Market Observation Post System, and can obtain the same information simultaneously on the TBB official 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" under the "Program to Encourage Loan Projects by Domestic Banks to SMEs (Group A)" organized by the Financial Supervisory Commission (FSC).
2)The Bank was recognized as a "Level A Bank" under the "Program to Encourage Loan Projects by Domestic Banks to Key Innovative Industries (Group A)" organized by the FSC.
3)The Bank received a total of three awards from phase 1 "Program of Banks in Taiwan to Accelerate the Processing of Burden Alleviation and Revitalization Loans" (base date: June 30, 2020) organized by FSC, including "Amount (Ratio of Burden Alleviation under the Government Policy to the Total Balance of Credit Loans) - 2nd Prize," "Number of Cases (Burden Alleviation by the Financial Institution) - 2nd Prize," and "Efficiency (Burden Alleviation under the Government Policy - New Revitalization Loans) - 3rd Prize."
4)The Bank received a total of eight awards from phase 2 "Program of Banks in Taiwan to Accelerate the Processing of Burden Alleviation and Revitalization Loans" (base date: December 31, 2020) organized by FSC, including "Amount for Burden Alleviation under the Government Policy
- 2nd Prize," "Amount for Ratio of Burden Alleviation under the Government Policy to the Total Balance of Credit Loans - 2nd Prize," "Number of Cases for Burden Alleviation under the Government Policy - 2nd Prize," "Number of Cases for Burden Alleviation by the Financial Institution - 3rd Prize," "Efficiency for Burden Alleviation under the Government Policy (New Revitalization Loans) - 2nd Prize," "Efficiency
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for Burden Alleviation under the Government Policy (Extension of Old Loans) - 3rd Prize," "Efficiency for Burden Alleviation under the Government Policy (New Operating Capital Loans) - 3rd Prize," and "Efficiency for Burden Alleviation under the Government Policy (New Cases) - 3rd Prize."

5)In recognition of the Bank's outstanding performance in assisting SMEs, it received the "Policy Facilitation Award" and "Direct Guarantee Performance Award" from the Small and Medium Enterprise Credit Guarantee Fund. The Bank also received the "Certificate of Appreciation for the 100 Billion Guarantee Project" and "Certificate of Appreciation for the Interface of Loans Transferred for Guarantee," showing that the efforts of the Bank in promoting national policies are well recognized by the competent authority and within the industry.
6)The Bank actively promoted the "Micro Women Start-up Loan" and the "Unemployment Start-up Loan for Employment Insurance" and received a certificate of appreciation from the Ministry of Labor.
7)The Bank received the "Best of Innovative Products" from the Excellence Magazine under the category of non-financial holding for the "2020' 6th Best Bank."
8)The Bank received the "Best SMEs Finance Award" in the 10th "Taiwan Banking and Finance Best Practice Awards" hosted by the Taiwan Academy of Banking and Finance.
9)In the extension of SME loans, the Bank ranked No. 1 in Taiwan in total amount of guarantee and ratio of loans transferred for guarantees to the Small and Medium Enterprise Credit Guarantee Fund.

b. Foreign Exchange Business

In 2020, the Bank focused on the active promotion of expansion measures for different foreign currency businesses. In 2020, the Bank's accumulated average balance of foreign currency deposits was NT$233.803 billion, representing an increase of NT$18.084 billion or a growth of 8.38% as compared with the average balance of NT$215.719 billion in 2019. In 2020,

the Bank's accumulated average balance of foreign currency loans was NT$134.264 billion, representing an increase of NT$0.988 billion or a growth of 0.74% as compared with the average balance of NT$133.276 billion in 2019.

c. Wealth Management
1)In 2020, the Bank focused on strengthening its wealth-management business by vigorously expanding fee income from the insurance, fund, and foreign bond businesses, with boosting revenue and generating profit as the priority goal. With the vigorous promotion of a special program aimed at the marketing of designated products, fee income from the wealth-management (including insurance agent) business amounted to approximately NT$1.350 billion in 2020.
2)The Insurance Agent Department was established on January 2, 2020 to concurrently operate life insurance and property insurance. It proactively implements regulatory requirements imposed by the competent authority in relation to the consistency between authority and responsibility. By doing so, benefits are created for the Bank in aspects of risk management for businesses, customers, employees, finance, and operations, and the Bank may achieve its objective to improve the protection of customers' interests in a comprehensive and complete manner.
d. Engagement in Burden Alleviation Loan Business for the Outbreak
1)Since the outbreak of COVID-19, all members of the Bank were called to action. The "Burden Alleviation and Revitalization Steering Group for the Outbreak" was immediately established at the headquarters to provide various burden alleviation and revitalization programs organized by the government to our fellow colleagues and customers of our branches first. Meanwhile, the Bank simplified relevant investigation and review operating procedure for burden alleviation loans and set up the "COVID-19 Burden Alleviation" section on its website to provide exclusive online services, so as to accelerate the operating time for cases, ease the short-term capital pressure of corporates, and help them survive
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through the operating difficulties.

2)For the year ended December 31, 2020, the number of approved loan cases for burden alleviation and revitalization under the policy and organized by the Bank was 46,677, with an amount approved amounted to NT$219.459 billion.
3)For the year ended December 31, 2020, in response to the "Labor Relief Loans" operates by the Ministry of Labor, the Bank assisted local workers who were affected by the outbreak of COVID-19 to obtain capital for riding through the difficulties. In accumulation, the Bank assisted 23,041 people, and the amount of loan approved was NT$2.303 billion.

D. Innovative Products:

a.Continue developing innovative products to provide more convenient

services

1)Introduced the 1D barcode credit card collection services of Taiwan Pay to respond to the diverse receipts and reimbursements scenarios at large-scale chain merchants.
2)Released the Taiwan PAY bonus service to provide instant bonus collection and exchange services for customers, and in turns improve the will of use.
3)Opened the online application for the Labor Relief Loan, which allows customers to submit applications and understand different burden alleviation measures via the burden alleviation section of the Bank.
4)The Bank launched "E-Loan," a one-stop personal online credit loan service, to provide loan applications, progress inquiries, and identity verification services.
5)The financial blockchain confirmation services adopted API for automatic responses; the operation was adjusted to be regulated under the headquarters.
6)Added new functions where Taiwan PAY may be used in paying 44
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payment items, including land value increment tax, fines for violating regulations, and deed tax to improve the convenience of tax payment.

7)The Bank carried out business cooperation with JKOS Network Co., Ltd. to allow the Bank's customers to use their deposit account with the Bank as the designated deposit account for payment. The service was formally launched in January 2021.
8)The Bank cooperated with iPass and LINE PAY to allow the Bank's customers to use their deposit account with the Bank as the "LINE PAY MONEY e-Payment Account" to make deposits or withdrawals. The service was formally launched in January 2021.

b.Develop products according to the social trend and provide diversified services to customers

1)To improve our service quality, the Bank added and amended its time deposits operations, opened the inter-branch services for the announcement of lost or replacement regarding the seal used for customers' certificate/deposit accounts in NTD, canceling the announcement of lost for seals, settlement and account closing for certificate/deposit accounts. The Bank also added the interlocking execution service for the announcement of lost/replacement for seals in its time deposit system and added a designated automatic carry-over system. Upon settlement or account closing by customers, the system would lift the designation of "time deposit automatic carry-over" for the account.
2)To satisfy the demand of customers in rapid order placing, the Bank has updated its securities electronic trading host system to comprehensively improve the quality of digitalized services. Furthermore, in response to the energy-saving and carbon emission reduction policy implemented by the government, as well as the reduction in printing and delivering expenses for paper-based statements, the Bank officially launched its "Electronic Monthly Statement System for Securities" in February 2020. The system offers online applications for customers to improve the
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digitalized services for securities.

3)In line with the government's pronatalist policy, the Bank organized consumption loans of "Gold Pregnancy" and "Luck Pregnancy," hoping to increase the fertility rates of nationals. As of December 31, 2020, the cumulative number of loan disbursement was 1,601, amounted to NT$616 million.

c. Strengthen the supports for the financing of urban renewal and green finance via the "Innovative Finance Project Office."

1) Financing of urban renewal: In accordance with the urban renewal policies and accelerated reconstruction of hazardous and old buildings policies implemented by the government, the Bank promulgated the "Regulations for Urban Renewal Loans" and "Regulations for Reconstruction of Hazardous and Old Buildings Loan" to assist the private sector in raising funds for rebuilding, and in turns improve the living environments of the public and enhance building safety and living quality. In 2020, a total of 26 loan cases related to urban renewal, hazardous and old buildings, and relevant marketing were approved, and the total loan approved was NT$18.612 billion.
2) To continue communicating knowledge related to urban renewal and hazardous and old buildings, the Bank jointly organized the 2nd "Urban Renewal Expo" with the Wealth Magazine and Land Agent on September 19 and 20, 2020. The Ministry of Interior, Taipei City Government, and New Taipei City Government also provided their guidance to the event. Parties from government agencies, financial institutions, and industries related to hazardous and old buildings and urban renewal all gathered at the event to build an information communication platform in the name of the "Nation Team for Urban Renewal." There were over 12,500 participants at the exposition, over 1,622 participants at the seminar, and over 5,000 joined the online streaming.
3) Green finance: To promote the development of the green energy industry
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and establish an economic model with low carbon emission, the Bank launched the "Green Energy Sustainable Project Loan," with enterprises with capital requirements for the purchase of equipment related to renewable energy, pollution prevention, and energy-saving set as financing targets. In 2020, a total of 82 loan disbursement cases were approved for green energy loans, and the total loan amounted to NT1.862 billion.

d.Assist in industry innovation and provided intangible asset financing

To assist in the industry innovation, the Bank established the "Regulations for Financing and Loan on Intangible Assets with Revenue Mezzanine."Leveraging on the expertise of the Industrial Technology Research Institute in the valuation of intangible assets, the Bank referred to the professional valuation report provided by the Institute to determine the development potentials and market values of intangible assets in the future and worked with the SMEG to provide collateral margin with high credit.

e.Endorse innovative industries and promote intellectual property financing

With the government endorsing cultural creativity and key innovative industries, the Bank expanded its business of intellectual property financing. In December 2020, the Bank set up the "Innovation + Intellectual Property Invigoration Loan" to help companies of cultural creativity and innovative R&D obtain working capital, encourage enterprises in developing new products and new technologies, and valuing the use of intellectual properties to improve citizens' living quality.

E. Expansion of the Scope of Channel Services:

1) Make adjustments on the location distribution of the Bank's branches for the increase in value regarding physical channels, so as to provide better and more comprehensive financial services. The Hsin Chu Branch reallocation was completed and re-opened on August 17, 2020.
2) To align with the "Blueprint for Developing Taiwan into a Bilingual Nation by 2030" promulgated by the government, the Bank aims to provide a
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bilingual-friendly environment for financial services. In 2020, the total of 17 bilingual branches was established in Northern, Central, and Southern Taiwan. In 2021, the Bank intends to expand 15 more bilingual branches. It is estimated that all branches shall become bilingual by 2028.

F. Information Operations and Information Security:
a. Established the SYSPLEX system with local HA for central billing to improve service capacities
- 1)Established the SYSPLEX system with local HA for central billing to improve the usability of the system and reinforce data security, ensuring the undisrupted operation of the system.
- 2)Procured programs for the current central billing mainframe and purchased software usage authorization ("Corporate Software and Services - IBM Program Authorization and Relevant Program Services" Case). It is estimated that the Bank may save an expense of approximately NT$294,372 thousand in the next decade.
- 3)Received the Global Payments Innovation (GPI) service certification from the Society for Worldwide Interbank Financial Telecommunication (SWIFT). The Bank provides real-time inquiry services for cross-border remittance to customers and effectively helps customers in gaining comprehensive remittance information.
- 4)Established a brand-new e-banking system to swiftly, safely, and flexibly respond to business requirements. The system horizontally expands equipment and serial services and data to provide a secure and stable transaction environment for customers.
- 5)Established the digital video surveillance system and storage equipment for all branches. The Bank also established its network segment partition system and reinforced the DDoS defense ability to strengthen its cybersecurity protection system.

b. Reinforce the security control mechanism for the information system

1) Completed the assessment on the information security of its computer
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system in November 2020, according to the "Assessment Regulations for the Information Security of the Computer System of Financial Institutions."

2) According to the Letter (Tai-cai-ku-zi No. 10803628820) from the Ministry of Finance on February 25, 2019, as doubts were casted on the cybersecurity of communication and information products from the PRC, where using such information products may threaten citizens' safety of use, the Bank supervised its overseas branches to replace the products from Hikvision.
3) Self-assessment was carried out in accordance with SWIFT Customer Security Programme (CSP) specifications and was filed on the website of SWIFT in December 2020.
4) To reinforce the verification system for conflict of interests of internal personnel and the control on related customers, the Bank has established a system to carry out the verification for "same-direction purchase and sales for the same securities within 5 minutes before and after" and "same order-placing IP examination" regarding internal personnel and its customers. Any anomaly shall be reported and explained immediately to effectively prevent the occurrence of risk events.

c. Continuous promotion of the digital banking business

1) Actively promoted the Taiwan Pay acquiring businesses, endeavored to increase the rate of adopting the QR Code common payment service by established merchants, such as large-scale chained stores, business area, and night markets, and organized marketing discount events to facilitate the inclusive finance and the penetration rate of e-payment.
2) In response to the service of the Triple Stimulus Voucher binding with mobile payment promoted by the government, the Bank organized events related to the Triple Stimulus Voucher. The discounts included extra cash returns from the Bank, early-bird bonus, churning presents for new customers, returns from designated merchants, and extra prize draw.
3) Strived to obtain business dealings regarding the ACH distribution of
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dividends on behalf of listed companies, cooperated with major hospitals to introduce medical payment machine, to provide customers with diversified payment collection on behalf/payment service, so as to increase fee income of electronic finance business.

  - 4) For digital marketing development and social media operations, the Bank newly opened its LINE official account; meanwhile, to improve the number of fans and friends and interaction frequency on its Facebook page - My Dream+, the Bank designed a series of marketing activities to boost its share of voice on social media, which effectively attracted internet communities of different ages to participate.

G. Implementation of Compliance and Anti-Money Laundering Operations:
a. Implementation of compliance and anti-money laundering in line with the regulations of the competent authority
- 1) Due to the practical operations and changes in relevant laws and regulations, the Bank continued to amend its rules for anti-money laundering and combatting the financing of terrorism.
- 2) The Bank performed its compliance risk assessment (CRA) operation for 2019 and reported to the FSC for filings after being approved by the Board.
- 3) With regards to anti-money laundering and combatting the financing of terrorism, the Bank performed its institutional risk assessment (IRA) operation for 2020 and reported to the FSC for filings after being approved by the Board.
- 4) In view of anti-money laundering and combatting the financing of terrorism, the Bank released and implemented the automatic scanning for sanction list regarding NTD domestic inward remittance and name list of terrorists.

b. Holding of regular compliance and anti-money laundering training

1) In response to the outbreak of COVID-19, the Bank organized the online learning program "2020 Seminar for Anti-money Laundering and
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Combatting the Financing of Terrorism" on its digital learning website to increase the number of employees being trained, and performed a post-program test.

2) A "Compliance Officer Seminar" was held in each of the first and second halves of 2020.

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

1) According to the "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, include them in the "Compliance Follow-up Cases" for control. The Bank compiles the subsequent implementation of "Compliance Follow-up Cases" each month according to the competent authorities and reports to the Chief Compliance Officer.
2) To reinforce the control system of the second line, the Chief Compliance Officer (also the director delegated for anti-money laundering and combatting the financing of terrorism) led the business management department and the supervisor of the delegated department to reinforce the site visits and sampling inspection for compliance and anti-money laundering prevention regarding domestic branches with a higher number of deficiencies found during the internal and external audit for 2020 selected by the Bank.
d. Engaged CPAs to carry out the project audits for anti-money laundering and combatting the financing of terrorism for 2019 in accordance with the "Implementation Rules of Internal Audit and Internal Control System of Financial Holding Companies and Banking Industries."
e. Ranked within the top 20% among companies by the FSC in "Evaluation on the Principles for Fair Treatment of Customers in Financial Service Industry" organized by the FSC.
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H. Enhance Risk Control and Improve Assets Quality:

Under the influences of the external economic environment, the integrity of representatives, poor operations, and unsatisfactory financial positions, the Bank occasionally has overdue credit loans in the large amount. To improve the quality of credit loans, reinforce the risk control ability, and initiate loan supervision optimization programs, the Bank adopted a level-to-level administration for credit loans and investigation. It optimized and adjusted operating procedures such as investigation and review, appraisal, and credit loan review, focused on the re-examination and follow-up for large amount credit loans after the disbursement and strengthened the forewarning system to protect the asset quality of the Bank.

I. Corporate Social Responsibility:

a. Active implementation of corporate social responsibility and realization of the value of the sustainable operation
1)The Bank’s "CSR Report" passed two stages of verification by the British Standards Institution (BSI) for five consecutive years, and BSI issued to the Bank an Independent Assurance Opinion Statement.
2)The Bank received the Golden Award in the financial and insurance group of corporate sustainability report division under the "13th TCSA Taiwan Corporate Sustainability Awards of 2020" organized by the Taiwan Institute for Sustainable Energy and received the "Social Empowerment Award" from its initial participation in the "Asia Responsible Enterprise Awards (AREA)." In addition, the Bank was selected as one of the top 100th in "Excellence in Corporate Social Responsibility" organized by the CommonWealth Magazine for two consecutive years in 2020. Such achievements help upgrade the Bank's visibility and its corporate image for CSR implementation.
3)The Bank continued to optimize the design of its website for the general public to obtain and understand the information on the corporate social responsibility of the Bank through its website more conveniently, to effectively strengthening the communicating function of the Bank
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regarding corporate social responsibility.

b. Continual implementation of senior caring policy, donations to vulnerable groups, and active participation in public benefit affairs

1) The Bank carried on the "Project of Senior Dining & Learning Center Sponsorship" to improve the living and care quality for vulnerable seniors in communities. In 2020, additional sponsorships were made to six community organizations (including Chumen Community Development Association in Baihe District, Tainan City; Chiayi Country Sustainable Development Association; Zhongjue Community Development Association in Xihu Township, Changhua County; Guoxing Community Development Association in Qingshui District, Taichung City; Taitung County Aboriginals Culture Association; and Shitan Community Development Association in Qionglin Township, Hsinchu County) for the establishment of Senior Learning Centers. The Bank has set up 18 Senior Learning Centers across Taiwan, and the accumulated sponsorship has amounted to more than NT$15 million. The accumulated number of benefitted seniors is approximately 0.3 million per year.
2) Extended the appropriation purpose and usage regarding the public welfare funds from the "Silver Love Credit Card." The Bank exclusively allocated 0.3% of the general card consumption as the public welfare funds to help seniors to dine and learn together. By doing so, the Bank may spread love to every corner of Taiwan to support vulnerable groups and people with physical/mental disabilities and realize community care and social relief.
3) The Bank continued to promote the property trust for the seniors and the disabled, recorded outstanding results for a consecutive four years and received the award for recognition from the FSC.
c. Fulfilling responsibility for environmental protection and continued energy conservation and carbon emission reduction efforts
1) The Environmental Protection Administration of the Executive Yuan and
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the Department of Environment Protection of the Taipei City Government cited t nine years in a row for outstanding performance in green procurement.

2) The Taipei City Government publicly cited the Bank for receiving ISO 50001 Energy Management Systems certification and the designation of its headquarters as an energy-saving-label building.
3) Chu Bei Branch of the Bank participated in the "Outstanding Assessment Award for Energy-saving by the Service Industry in Hsinchu County for 2020" and received the High Distinction Award for Commercial Buildings.
4) 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.

(2) Budget Implementation

A.The annual average balance of deposits was NT$1,439.740 billion, for an achievement rate of 97.69%.
B.The annual average balance of outstanding loans was NT$1,168.459 billion, for an achievement rate of 98.35%.
C.The foreign exchange transactions amounted to US$56.145 billion, for an achievement rate of 108.05%.
D.The securities brokerage business amounted to NT$474.360 billion, for an achievement rate of 107.56%.

(3) Revenues, Expenditures, and Profitability

A.Net income for 2020 amounted to NT$21.774 billion; bad debt expense, commitment, and provision for guarantee liabilities totaled NT$4.072 billion; operating expenses were NT$12.328 billion; before-tax net income from
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continuing operations was NT$5.374 billion; net profit after tax was NT$4.702 billion; return on assets ratio (after-tax) amounted to 0.27%; return on equity ratio (after-tax) amounted to 4.84%; net profit margin (after-tax) was 21.59%, and earnings per share (after-tax) was NT$0.63.

B.Net income before taxes (excluding provisions) in 2020 amounted to NT$9.446 billion, a decrease of NT$960 million over 2019. NT$4.072 billion was allocated as an allowance for bad debts in order to strengthen risk appetite. Before-tax net profit for 2020 amounted to NT$5.374 billion, a decrease of NT$2.683 billion over 2019, primarily due to the increase in allowances for bad debts.
C.The non-performing loan (NPL) ratio at the end of 2020 stood at 0.50%, an increase of 0.18% compared with the end of 2019; the bad-debt coverage ratio was 233.60%, a decrease of 134.17% over the end of 2019.

(4) Research and Development

A. Establishment of an Exclusive Unit for Industry Research
a. A total of 120 industry analysis reports were published in the Bank's E-Library in 2020 for colleagues to peruse.
b. Elite professionals from industry, government, and academia are invited to speak on an occasional basis to update the Bank's employees on 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 wide 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.

II.Business Plans for 2021

(1) Operating Directions and Policies

A.Strengthen the positioning and responsibility as a specialized bank for SMEs

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a.Build a solid foundation
Under the trend of significant changes in the external environment, the Bank will reinforce its information infrastructure engineering and construction and focus on developing its digital transformation ability to support the future development of the Bank. While expanding its businesses, the Bank will concurrently implement legal compliance, establish a healthy corporate culture, strengthen its risk control, and implement its three lines of defense for internal control to achieve comprehensive corporate governance.
b. Continue to promote the "Youngster first, seniors second, and start-ups third" program
Combine the core competencies of the Bank with issues concerned in society to integrate our business with social welfare. Implement the "Youngster first, seniors second, and start-ups third" program to help solve the problems of youth startup and employment, promote senior financing and the acceleration of renewal for hazardous and old buildings, and support the development of innovation, creation, and startup.
c. "Financing, Guidance, Investment" in trinity to create a complete financial ecosystem:
1)To secure SME customers, the Bank will actively explore the blue ocean market based on its express pass mechanism with "active exploration, simplified procedures, rapid review, and audit incentives." Together with its guidance and investment plan, the Bank will improve the depth and width of its services to SMEs.
2)The Bank will spare no effort to transfer the loan business for SMEs to the SMEG for guarantees, thus minimizing the risk of credit loans; together with external counseling resources from SMEG and SMECF, the Bank will assist enterprises in improving their operating management capacities and counseling their transformation and upgrade.
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d. Grasp the green business opportunities and promote sustainable operations:
1)Promote green energy and sustainable operations
- To slow down climate change and respond to energy-saving and carbon emission reduction, the Bank continues to promote relevant loans to help customers in acquiring the capital required for purchasing equipment related to renewable energy, pollution prevention, and energy-saving. This is to contribute to the development of green enterprise to attain the goal of sustainable operations.
2)Promote "Urban Renewal Finance 2.0"
- To help improve two seniority issues (old buildings and aging population) and two insufficiency issues (land insufficiency and electricity insufficiency), the Bank combined various innovative methods of "Financing, Trust, Green Energy, Silver Care," alongside the professional management by building agent company and continuing construction systems, the Bank shall establish an urban renewal ecosystem where banks actively exert their functions.

B.Expand customer-oriented businesses

a. Focus on innovative projects and products of SMEs:
Setting the core business of SMEs as the center, the Bank will promote differentiated corporate finance loan operations to secure the existing customer relationships, explore new business opportunities, and develop diverse application channels for financing to provide assistance to enterprises during various development stages.
b. Create wealth management business model with features of SMEs: Leverage on the strong foundation of SME customers, the Bank willcreate a wealth management business models with features of SMEs, plan for integrated wealth management, supplemented by the trust business, to achieve objectives of profiting and growth.
c. "Double A" strategy for comprehensive digital transformation:
Initiate the Double A (AI and OPEN API) strategy to create digital life
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scenarios for customers to improve the development of the Bank's digital ecosystem and establish digitalized banking services with customers as its core, data as its foundation, and customer experiences as its primary considerations.

(2) Operating Policies

Facing the ever-changing financial environment and in response to the upsurge of FinTech and the development of digital banking, the Bank will adhere to its core value of "SME Specialized Bank" and utilize the four aspects on its strategy map with a bottom-up approach, to enhance risk control and improve assets quality. Furthermore, in line with the aspects of learning & growth, internal procedures, customers, and finance, the Bank will establish a five-year strategy structure with specified directions and centralized resources for its departments, so as to reinforce the adjustments in its three major structures of labor, channels, and capital. The Bank will achieve its goal of sustainable development by realizing our operating concept and become a premium bank with comprehensive financial services.

A.Learning & Growth

a. Improve the professional competencies of our employees: Establish a talent database through human resource inventory; deploy human resources of the entire the Bank with plans; enhance cultivation of professional talent for SMEs, digital finance, and international finance; strengthen physical and digital learning content and function; establish financial and industrial digital academies.
b. Establish a successor scheme: Reinforce key position management and talent cultivation; establish a successor cultivation scheme; enhance the successor system; plan to cultivate successor candidates with potentials for the benefit of the Bank's sustainable operations.
c. Optimize the labor structure: Revitalize retired human resources to enhance the inheritance of experience; diversify employment channels; connect with the tertiary education sector for industry-academia cooperation; participate in the youth employment pilot program; recruit outstanding personnel to enrich the talent database of the Bank.
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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: Continue to improve the Bank's cybersecurity management system and maintenance plan; optimize the joint defense system; continue to organize its cybersecurity upgrade and improvement measures; enhance cybersecurity training to reinforce cybersecurity protection ability and realize cybersecurity compliance.
f. Optimize the accountability mechanism: Establish a comprehensive accountability mechanism and cultivate the culture of accountability; abolish the parochialism and strengthen cross-department cooperation; 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 Bank's goal of 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 and realize the execution, optimize the evaluation management system, reinforce the connection between evaluation, and rewards to stimulate boosted performance.
b. Optimize the procedures for better efficiency: Improve AI technologies application, promote the reformation of business procedures, and continue to optimize artificial intelligence customer service;develop innovative FinTech and promote the digital transformation to improve service quality and optimize customer experiences; value the management for the internal and operating process, regularly examine the SOP for continuous creation
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for the best working process; develop the application of data center and utilize the information system to assist in the manual examination; create optimized workflows with continuous efforts to improve operating efficiency and manage quality, reducing errors arising from manual procedures.

c. Enhance risk management: Enhance risk control through understanding, managing, and reducing risks; focus on business development and risk control to safeguard the quality of assets.
d. Adopt integrated marketing to increase customer contribution: Integrate digital 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 turn, 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 and requirements; carry out cross-field cooperation to nurture the Bank ecosystem to provide customized services and precise marketing services.
i. Adhere to rigorous compliance: Establish a top-down culture of compliance; continue to implement compliance and duly comply with the
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monitoring measures of the competent authorities; uphold provisions for anti-money laundering and combating the financing of terrorism; implement whistle-blower protection and uphold customer interests; thereby forming a corporate culture that prioritizes compliance.

j. Strengthen corporate governance: Improve Board of Directors' functions, corporate governance mechanisms, and operations of functional committees; disclose material information regarding corporate governance to improve transparency for information disclosure and shape the culture of corporate governance.
k. Fulfill corporate social responsibility: Attach importance to the ESG valuation; focus on the "Youngster first, seniors second, and start-ups third program with our core business to promote the integration of corporates and society; and internalize the fulfillment of social responsibility as its corporate spirit.

C.Customers

a. Improve channel service quality and integrate customer views from all channels: Improve the value of physical channels; expand the service scope for virtual channels; enhance the control on business opportunities regarding clusters of SMEs to meet the mission of the Bank to provide services for SMEs; establish a data market with the cross-business omnidirectional single view of customers to fully present customer preferences and service channels, optimizing service and experiences for customers.
b. Focus on the niche market of SMEs and reinforce the brand image of a specialized bank: Specify positioning as an SME specialized bank and focus on the core business of SMEs; commit to policy financings such as micro-to-small enterprises, startups, urban renewal for hazardous and old buildings, intangible assets, and placemaking to shape the brand image of a specialized bank; focus on customer management and assist in succession and inheritance to provide drivers for both financing and guidance.
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c. Enhance wealth management services and gain trust from custoemrs: Focus on the three major keys of customization, segmentation, and digitization to deepen the wealth management services and enhance customers' trust; satisfy customers' demands through professional financial planning and assistance in the wealth inheritance between generations; undertake deep-rooted support for investment analysis in order to provide financial planning services for owners and high-asset customers.

D.Finance

a. Increase operating performance and respond to risks of climate change: Expand operating scale, increase the profit margins of overseas branches, improve interest rates and diversify the income sources of service charges to enhance profitability; focus on risk management and minimize the pressure arising from the increase in allowances for bad debts; include risks of climate change into the Bank's strategies of operating management and carry out responsible investments to proactively engage in the new environment.
b. Enhance capital, uphold shareholders' interests, and pursue the sustainable operations of the corporation: 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; develop based on the future strategies and improve the utilization efficiency of resources.

E.Loan Supervision Optimization Program

To comply with governmental policies and assist in creating a favorable finance environment for SMEs, the Bank will strengthen its risk control, improve asset quality, and develop loan supervision optimization programs. The Bank also keeps abreast of risks for credit loans, safeguards asset quality, and improves the efficacy for approved cases for achieving the objectives of reinforcing asset quality for credit loans, improving professional audit functions, and enhancing the professional foundation for

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credit loans.

F. Strengthen Internal Audit and Control

Communicate with fellow colleagues and allow them to internalize the concept of legal compliance as their personal ethics and implement legal compliance with regard to ordinary businesses. Meanwhile, enhance the management for internal control, risk management, and risk compliance through the first and second lines of defense. Establish a whistleblowing system for anomalies, reinforce monitoring transactions between accounts of wealth management specialists and customers; continue to follow up on the improvements for deficiencies and the effectiveness of control measures to effectively minimize the possibility of fraudulence cases.

(3) Business Targets

To give equal weight to the protection of shareholder interests, improve the capital structure, and enhance asset quality, the Bank has set the following targets in consideration of the Directorate General of Budget, Accounting and Statistics for 2021.

Annual average deposit balance: NT$1,523.520 billion.
Annual average balance of loans outstanding: NT$1,236.645 billion.
Total foreign exchange transactions: US$56.549 billion.

3. Results of Latest Credit Rating

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

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Chairman: Prsident: SVP & GM of the Accounting Dept:

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Proposal II (Proposed by the Board of Directors) Explanation: Adoption of the earnings distribution from final accounts of the Bank for 2020.

Description:

After an audit, the Bank's 2020 earnings available for distribution amounted to NT$3,367,693,823.39, as described below:
(1) The opening undistributed earnings for 2020 amounted NT$192,753,320.24.
(2) Items added:

After reviewed and approved by Accountant Tan-Tan Chung and Jeff Chen from KPMG, the after-tax net income for 2020 was NT$4,701,775,424.21.

(3) Items deducted:
- A. NT$164,796,800 was set aside as the "Recognized Actuarial Gains and Losses for Defined Benefit Plans."
- B. "Gains (losses) from Investments in Equity Instruments Measured at Fair Value through other Comprehensive Income" amounted to NT$1,349,334.
- C. Legal reserve appropriated: NT$1,360,688,787.06.
(4) Distribution of shareholders' bonus - cash dividends (NT$0.10 per share): NT$748,858,346; 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$0.34 per share): NT$2,546,118,380.
(6) Closing undistributed earnings: NT$72,717,097.39.
Please refer to Page 43 of this Handbook for the "Disposition of Earnings for 2020."
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※ The shareholder (Shareholder No. 10973) made a statement about TBB's non-performing loans (NPL) ratio and NPL coverage ratio in May 2021 and its comparison with other banks, retirement pension

appropriation rate for employees under the new labor pension system, and the appointment of CPAs for calculating the NPL coverage rate after the zeroing of NPL and its financial effects.

The Chairman, President, and CPAs of TBB have addressed the above speech.

Voting Results: Total votes upon voting: 5,384,626,214 voting rights

Voting results	Votes (including electronic votes)	Ratio (%)
For	5,025,297,406	93.32
Against	2,724,565	0.05
Void	0	0
Abstain/unused votes	356,604,243	6.63

Resolution: The case was passed as proposed after voting.

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Taiwan Business Bank Co., Ltd. Disposition of Earnings Year 2020 Unit: NT$	Taiwan Business Bank Co., Ltd. Disposition of Earnings Year 2020 Unit: NT$
Item	Amount
Opening undistributed earnings	192,753,320.24
Add: After-tax net income for 2020	4,701,775,424.21
Less: Recognized actuarial gains and losses for defined benefit plans	(164,796,800.00)
Less: Gains (losses) from Investments in equity instruments measured at fair value through other comprehensive income	(1,349,334.00)
Less: Legal reserve appropriated	(1,360,688,787.06)
Earnings available for distribution	3,367,693,823.39
Items of distribution:
Shareholders' bonus - cash dividends (NT$0.10 per share)	748,858,346.00
Shareholders' bonus - stock dividends (NT$0.34 per share)	2,546,118,380.00
Closing undistributed earnings	72,717,097.39

Note:

1.The calculation of shareholders' bonus per share was based on 7,488,583,457 shares.
2.The distribution shall initially be appropriated from the undistributed earnings in the latest year.

Chairman:

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SVP & GM of the Accounting Dept:

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V.Discussion

Proposal I (Proposed by the Board of Directors) Explanation: In response to the earnings distribution of stock dividends for 2020, 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 254,611,838 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$2,546,118,380 is proposed, with the par value of NT$10 per share, for the issuance of 254,611,838 new registered common shares.
(2) The capital increase via transferred earnings shall be submitted to the competent authority for approval after being 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 34 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 ex-rights for aggregation. A cash distribution may be paid for fraction shares less than one share upon
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aggregation (round up to NT$1); the Board may assign chairman by specific person to subscribe the overdue unaggregated number of fraction shares at the par value.

(3) Subsequently, if the repurchase of Bank's shares, or the transfer, conversion, and cancellation 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.Impact of the proposed stock dividend payment by the shareholders' meeting on the business performance and earnings per share of the Bank
Pursuant to the provisions in the "Regulations Governing the Publication of Financial Forecasts of Public Companies" and "Taiwan Stock Exchange Corporation Standards for Determining Whether a TWSE Listed Company Shall Publish Complete Financial Forecasts" that govern the publication of financial forecasts of public companies, the Bank therefore cannot disclose the forecast information on the Bank's operating income, profit or loss and earnings per share as a result of the above proposed share allotment scheme without compensation.
4.After this capital increase, the total paid-in capital is NT$77,431,952,950, falling within the total capital of NT$80 billion of the Bank.
5.We propose to authorize the Board of Directors to exercise its full powers in respect of the matters not covered in this proposal.
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Voting Results: Total votes upon voting: 5,384,626,214 voting rights

Voting results	Votes (including electronic votes)	Ratio (%)
For	5,023,578,104	93.29
Against	4,914,112	0.09
Void	0	0
Abstain/unused votes	356,133,998	6.62

Resolution: The case was passed as proposed after voting.

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Proposal II (Proposed by the Board of Directors) Explanation: Amendments to the Article of Association, hereby proposed for approval.

Description:

1.The amendments to the Article of Association are highlighted as follows:
(1) The wording is adequately revised to reflect that the appointment and dismissal of important staff employees is amended to be considered by the Board of Directors based on their positions, and is not subject to the revision of the titles of supervisors. (Article 22)
(2) The wording is adequately revised to reflect that pursuant to the scoring requirements of the Corporate Governance Evaluation Indices issued by the Taiwan Stock Exchange, the Banks' Article of Association need to disclose a clear and specific dividend policy to strengthen corporate governance. (Article 42)
2.For the "Comparison Table of the Drafted Amendments to Article of Association" of the Bank, please refer to Page 49 ~ 51 of the Handbook.

The master of ceremony has made supplementary explanation to the proposal:

According to the "Relevant Measures for Postponing the Shareholders' Meeting of Public Companies in Response to the Outbreak" announced by the Financial Supervisory Commission (FSC), the annual shareholders' meeting is postponed to July 20, 2021. The amended date shall be subject to the actual convening date of the annual shareholders' meeting.

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Voting Results: Total votes upon voting: 5,384,626,214 voting rights

Voting results	Votes (including electronic votes)	Ratio (%)
For	5,023,686,835	93.29
Against	4,464,350	0.08
Void	0	0
Abstain/unused votes	356,475,029	6.63

Resolution: The case was passed as proposed after voting.

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Comparison Table of the Drafted Amendments to Provisions of Article of Association of Taiwan Business Bank Co., Ltd.

Association of Taiwan Business	Bank Co.,Ltd.
Amended Provisions	Current Provisions	Explanation
Article 22 Functions of the Board of Directors are as follow: I. To determine significant regulations and rules. II. To determine and review the overall operating strategies and significant policies. III. To determine the business plan. IV. To determine the internal control system. V. To prepare for the capital increase or reduction. VI. To determine the establishment, cancellation, or alteration of branches. VII. To determine the significant contracts. VIII. To determine budgets and discuss the final accounts. IX. To determine the purchases and sales of real properties. X. To determine investments in other companies. XI. To prepare for surplus earning distribution or loss appropriation. XII. To approve the significant businesses. XIII. To determine the appointment and dismissal of major employees such as President, Vice President, Chief Auditor, and Unit Heads of the head office and branch offices. XIV. Matters handed down by the Chairman. XV. Other functions authorized	Article 22 The Board of Directors shall have the following powers and duties: I. To determine significant regulations and rules. II. To determine and review the overall operating strategies and significant policies. III. To determine the business plan. IV. To determine the internal control system. V. To prepare for the capital increase or reduction. VI. To determine the establishment, cancellation, or alteration of branches. VII. To determine the significant contracts. VIII. To determine budgets and discuss the final accounts. IX. To determine the purchases and sales of real properties. X. To determine investments in other companies. XI. To prepare for surplus earning distribution or loss appropriation. XII. To approve the significant businesses. XIII. To determine the appointment and dismissal of major employees such as President, Executive Vice President, Chief Auditor, Consultant, Chief Secretary, Senior Vice President, department managers, divisional managers, center managers, branch managers,and managers	The wording is adequately revised to reflect that the appointment and dismissal of important staff employees is amended to be considered by the Board of Directors based on their positions, and is not subject to the revision of the titles of supervisors.

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Amended Provisions	Current Provisions	Explanation
according to the laws and regulations and the shareholders meeting.	of representative offices. XIV. Matters handed down by the Chairman. XV. Other functions authorized according to the laws and regulations and the shareholders meeting.
Article 42 Shall the Bank have any surplus after the final accounts of the year, after paying all taxes and making up for previous losses according to the law, the Bank shall allocate 30% as the legal reserve and provide for or reverse the special reserve according to other laws and regulations. After such, the Bank shall include the accumulated undistributed surplus from the previous years as the distributable surplus and appropriate 30% to 100% of said distributable surplus for the distribution of the dividends and bonuses to shareholders, which shall be submitted by the Board to the shareholders' meeting for resolution. In order to continually expand the scale and improve the profitability of the Bank, based on the plan for our future capital budgeting, the Bank adopts the residual dividend policy to comply with the principle of distributing stock dividends for keeping the capital required, and the remaining portion may be distributed in cash dividends. However, the cash dividends shall not be lower than 10% of the total dividend distribution. Where the cash dividends distributed for per share is less than NT$0.1,except for	Article 42 Shall the Bank have any surplus after the final accounts of the year, after paying all taxes and making up for previous losses according to the law, the Bank shall allocate 30% as the legal reserve and provide for or reverse the special reserve according to other laws and regulations. After such, the Bank shall include the accumulated undistributed surplus from the previous years as the distributable surplus and distribute the dividends and bonuses to shareholders, which shall be submitted by the Board to the shareholders' meeting for resolution. In order to continually expand the scale and improve the profitability of the Bank, based on the plan for our future capital budgeting, the Bank adopts the residual dividend policy to comply with the principle of distributing stock dividends for keeping the capital required, and the remaining portion may be distributed in cash dividends. However, the cash dividends shall not be lower than 10% of the total dividend distribution. Where the cash dividends distributed for per share is less than NT$0.1, except for otherwise resolved by the shareholders' meeting, such dividends	The wording is adequately revised to reflect that pursuant to the scoring requirements of the Corporate Governance Evaluation Indices issued by the Taiwan Stock Exchange, the Banks' Article of Association need to disclose a clear and specific dividend policy to strengthen corporate governance.

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Amended Provisions	Current Provisions	Explanation
otherwise resolved by the shareholders' meeting, such dividends will not be distributed. The Bank is prohibited from distributing cash surplus or buying back shares under the circumstances set out in Paragraph 1, Article 44-1 of the Banking Act. Unless and until the accumulated legal capital reserve equals the Bank's paid-in capital, the maximum cash surplus which may be distributed shall not exceed 15% of the Bank's paid-in capital.	will not be distributed. The Bank is prohibited from distributing cash surplus or buying back shares under the circumstances set out in Paragraph 1, Article 44-1 of the Banking Act. Unless and until the accumulated legal capital reserve equals the Bank's paid-in capital, the maximum cash surplus which may be distributed shall not exceed 15% of the Bank's paid-in capital.

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VI. Election Matters

(Proposed by the Board of Directors)

Explantion: Proposal for the election of the Bank's 16th term of the Directors of the Board

Description:

1.The election of Directors will be held at this annual shareholders' meeting as the 15th term of office of the Bank's Directors will expire on June 28, 2021.
2.Pursuant to the Article 20 of the Bank's Article of Association, the number of the Bank's Directors is 15 and the term of office of the Directors is 3 years. Consequently, 15 Directors (including 5 Independent Directors) are to be elected for the 16th term of office of three years starting from June 25, 2021 to June 24, 2024.
3.The Bank adopts a candidate’s nomination system for the election of Directors. The list of candidates for election as Directors has been submitted to the Board for review and approval at the 21st meeting of the 15th term of the Board of Directors on May 5, 2021 as attached (please refer to Pages 53 ~ 57 of this Handbook.)

The master of ceremony has made supplementary explanation to the proposal:

According to the "Relevant Measures for Postponing the Shareholders' Meeting of Public Companies in Response to the Outbreak" announced by the Financial Supervisory Commission (FSC), the annual shareholders' meeting is postponed to July 20, 2021. The term of office of the newly elected Directors shall commence on the actual convening date of the annual shareholders' meeting; therefore, the term of office of the newly elected Directors shall be from July 20, 2021 to July 19, 2024.

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Taiwan Business Bank Co., Ltd.

List of Directors and Independent Director Candidates for the 16th Term of Office

Serial Number	Candidates' names	Candidates' names	Academic Background	Experiences	Shareholding (Unit: share)
1	Director	Ministry of Finance Representative: Chien-Hao Lin	B.S., Laws National Taiwan University	Acting Chairman, Director and President, First Financial Holding Co., Ltd.; Managing Director, First Commercial Bank; Vice President and Director of Strategic Planning Department, General Auditor, First Financial Holding Co., Ltd.; Manager of Hong Kong Branch, Manager of Shimao Branch, First Commercial Bank; Director of Administration Management, First Financial HoldingCo.,Ltd.	155,514,786
2	Director	Ministry of Finance Representative: Chih-Chien Chang	MBA, National Taiwan University of Science and Technology	Acting Chairman, President, Deputy President, Manager of Loan Supervision Department, Manager of Credit Checking Department, Manager of Wugu Branch, and Manager of Sung Nan Branch, Taiwan Business Bank Co.,Ltd.	155,514,786
3	Director	Ministry of Finance Representative: Shiu-Yen Lin	Master’s degree of the Department of Economics National Taiwan University	Director of the 14th and 15th Board of Directors, TBB Deputy Director, National Treasury Administration, Ministry of Finance Chief Secretary, National Treasury Administration, Ministryof Finance	155,514,786
4	Director	Ministry of Finance Representative: Hung-Sheng Yu	Executive Master of Business Administrator of Ling Tung University	Representative of the 1st to 8th Board of Directors, TBB Corporate Union Director and Managing Director of the 6th to 8th Board of Directors,TBB	155,514,786

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Serial Number	Candidates' names	Candidates' names	Academic Background	Experiences	Shareholding (Unit: share)
				Corporate Union Chairperson of the 7th and 8th Board of Directors, TBB Corporate Union Director of the 13rd,14th and 15th Board of Directors, TBB Managing Director of the 6th and 7th Board of Directors, Taiwan Confederation of Trade Unions Vice Chairperson of the 7th Board of Directors, Taiwan Confederation of Trade Unions Member of the 27th the Board of Supervisors, Taiwan Federation of Labor Member of Basic Wage Commission, Ministry of Labor Member of the 3rd and 4th Arbitration Committee of Labor-Management Disputes,Ministryof Labor
5	Director	Ministry of Finance Representative: Chin-Wen Huang	Ph.D. in Economics, Soo Chow University	Section Chief, Deputy Section Chief, Senior Executive Officer and Division Chief, National Treasury Administration, Ministryof Finance	155,514,786
6	Director	Bank of Taiwan Representative: Shih-Yuan Tai	Bachelor, Department of Mechanical Engineering, National Taiwan University of Science and Technology	Director, Deputy Director, Assistant Director, Division Chief and Deputy Chair of Training Institute, Department of Human Resources, Bank of Taiwan	1,214,173,562
7	Director	Bank of Taiwan Representative: Wen-Chieh Wang	Ph.D., College of Law, National Chengchi University	Director of the 13rd, 14th and 15th Board of Directors, TBB; Visiting Scholar, Harvard Law School, USA; Dean, College of Law, NCCU; Chief Secretary,	1,214,173,562

54 -

Serial Number	Candidates' names	Candidates' names	Academic Background	Experiences	Shareholding (Unit: share)
				Secretariat, NCCU; Chair, Graduate Institute of Law and Interdisciplinary Studies,NCCU
8	Director	Bank of Taiwan Representative: Tzu-Hao Tsai	Ph.D., Department of Finance, National Taiwan University	Associate Professor, Assistant Professor, Department of Quantitative Finance, NTHU; Director of the 15th Board of Directors,TBB	1,214,173,562
9	Director	Representative of National Development Fund, Executive Yuan: Chun-Hsien Yeh	Ph.D. in Economics, University of Rochester	Jointly Appointed	439,330,543
				Professor, Department of
				Economics, NCU
				Jointly Appointed
				Professor, Graduate
				Institute of Industrial
				Economics, NCU
				Adjunct Research Fellow,
				Institute of Economics,
				Academia Sinica
				Visiting Assistant
				Professor, Department of
				Economics, SMU,
				Singapore
				Associate Professor, School
				of Economics, NCU
				Assistant Research Fellow, Institute of Economics, Academia Sinica
10	Director	TBB Corporate Union Representative: Ming-Huei Chen	Master of Department of Finance, Shu-Te University	Bank Clerk, TBB;	4,026,193
				Managing Director, TBB
				Corporate Union

11	Director	Che-Nan Wang	Department of Business Administration, Faculty of Business Administration, Kindai University, Japan	Director of the 13rd, 14th and 15th Board of Directors; Member, Overseas Community Affairs Council, ROC (Taiwan); Director, Taichung Commercial Bank Co., Ltd.; Honorary President, Alumni Association of R.O.C. in Kindai University,Japan	13,200,194
12	Independent Director	Xin-Wu Lin	PH.D., Department of Economics, National	Adjunct Research Fellow, Research Fellow/Deputy Chair, Chair, Taiwan Institute of Economic	0

55 -

Serial Number	Candidates' names	Candidates' names	Academic Background	Experiences	Shareholding (Unit: share)
			Taiwan University	Research Commissioner of the 6th Term, Fair Trade Commission, Executive Yuan Top Executive of Antitrust Compliance, AU Optronics Corporation Independent Director, Land Bank of Taiwan
13	Independent Director	Yung-Cheng Chuang	Doctor of Juridical Science (S.J.D.), Indiana University, Bloomington, USA	Director of the 20th Board of Directors, Taiwan Stock Exchange Corporation Director of the 4th and 5th Board of Directors, Securities and Futures Investors Protection Center (SFIPC) Director of the 3rd and 4th Board of Directors, Taiwan Insurance Guaranty Fund Chairperson of Ombudsman Committee & President, Financial Ombudsman Institution Management Committee Member, Securities and Futures Institute Director of the Board, Taiwan Insurance Law Association Independent Director, Fubon Hyundai Life Insurance Co., Ltd. Member of the Labor Funds Supervisory Committee, Ministry of Labor,Executive Yuan	0
14	Independent Director	Jin-Long Liu	PhD in Economics, North Carolina State University, USA	Chair, Graduate Institute of Industrial Economics, School of Management, NCU Associate Professor, Graduate Institute of Industrial Economics, School of Management, NCU Visiting Associate Professor,Duke University,	0

56 -

Serial Number	Candidates' names	Candidates' names	Academic Background	Experiences	Shareholding (Unit: share)
				USA Fulbright Visiting Scholar, USA Supervisor, Integrated Service TechnologyInc.
15	Independent Director	Shao-Yuan Chang	Master's Degree in Land Economics, National Chengchi University	Deputy Mayor, Tainan City Government Director, Finance and Local Tax Bureau, Tainan City Government Director, Department of Finance, Tainan City Government Deputy Director, Department of Finance, Tainan CityGovernment	0
16	Independent Director	Chiou-Mien Lin	Ph.D. of Urban & Regional Planning, National Taipei University	Secretary-General, The Chinese Institute of Land Appraisal Chairperson, The Chinese Institute of Land Appraisal Lecturer, Department of Real Estate & Built Environment,NTPU	0

Election results:

Total votes for the election: 80,450,715,765 votes

Invalid votes: 201,320 votes

Directors elected:

NO.	Position	Household or ID number	Name	Votes
1	Director	85515	Ministry of Finance Representative: Chien-Hao Lin	9,662,843,038
2	Director	85515	Ministry of Finance Representative: Chih-Chien Chang	8,158,636,779

57 -

3	Director	549061	Representative of National Development Fund, Executive Yuan: Chun-Hsien Yeh	7,610,819,903
4	Director	1002	Bank of Taiwan Representative: Shih-Yuan Tai	6,748,408,301
5	Director	85515	Ministry of Finance Representative: Shiu-Yen Lin	6,302,458,554
6	Director	1002	Bank of Taiwan Representative: Wen-Chieh Wang	5,920,543,899
7	Director	85515	Ministry of Finance Representative: Hung-ShengYu	5,509,961,701
8	Director	1002	Bank of Taiwan Representative: Tzu-Hao Tsai	5,475,402,621
9	Director	76436	TBB Corporate Union Representative: Ming-Huei Chen	5,225,081,187
10	Director	146685	Che-Nan Wang	4,849,552,498
11	Independent Director	M1207*	Xin-Wu Lin	1,969,773,812
12	Independent Director	D1207*	Jin-Long Liu	1,886,373,301
13	Independent Director	A2215*	Chiou-Mien Lin	1,397,158,416
14	Independent Director	A1213*	Yung-Cheng Chuang	1,396,451,835
15	Independent Director	H1020*	Shao-Yuan Chang	1,395,683,293

58 -

Not elected:

NO.	Position	Household or ID number	Name	Votes
1	Director	85515	Ministry of Finance Representative: Chin-Wen Huang	1,184,468,663

59 -

VII. Other Matters

(proposed by the Board of Directors)

Explanation: Proposal for lifting the non-competition ban on the Directors of the Board. Please proceed to discuss.

Description:

Pursuant to 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."; and the explanation given by the Letter Ri-Shang-Zi No. 89206938 dated April 24, 2000 sent from the Ministry of Economy reads that, "If a representative authorized by a government agency or a juristic person acting as a shareholder is elected as a Director, both said government agency or said juristic person, and its authorized representative shall be subject to the non-competition ban on the Directors of the Board."
2.In consideration of the Directors (including Independent Directors) of the Banks' 16th Board of Directors and the juristic persons they represent may act for themselves or for others in acts and positions within the scope of the Bank's business, the Bank intends to seek the approval of the shareholders' meeting to lift the non-competition ban on said Directors of the Board.
3.In order to allow shareholders to exercise their voting rights electronically, a schedule of lifting the non-competition ban on the Directors of the Board is therefore included in this handbook (please refer to Page 61 of this Handbook), provided that said ban lifting applies only to the actual elected Directors (including Independent Directors).
60 -

Schedule of Lifting the Non-competition Ban on the Directors of the Board, Taiwan Business Bank Co., Ltd.

List of Directors of the 16th Board of Directors to be Lifted from the Non-competition Ban

Director candidates and the shareholders of juristic persons they represent	Director assuming posts in other companies that engage in the same businesses with the Bank and its subsidiaries.	Director assuming posts in other companies that engage in the same businesses with the Bank and its subsidiaries.
	Companies participated	Posts assumed
Ministry of Finance	Taiwan Financial Holdings Co., Ltd.	Director
	Land Bank of Taiwan	Director
	First Financial HoldingCo., Ltd.	Director
	Hua Nan Financial Holdings Co., Ltd.	Director
	Mega Financial HoldingCompanyLtd.	Director
	Taiwan Cooperative Financial Holding Co., Ltd.	Director
	Chang Hwa Commercial Bank, Ltd.	Director
Bank of Taiwan	First Financial Holding Co., Ltd.	Director
	Hua Nan Financial Holdings Co., Ltd.	Director
	Mega Financial Holding Company Ltd.	Director
	Taiwan Fire & Marine Insurance Company, Ltd.	Director
	United Taiwan Bank	Director
	Taipei Forex Inc.	Director
	TAIYI Real Estate Management Co., Ltd.	Director
	Bank Taiwan Insurance Brokers Co., Ltd.	Director
	Taiwan Urban Regeneration & Financial Services Co.,Ltd.	Director
	Taiwan Financial Asset Service Corporation	Director
Shih-Yuan Tai (Representative, Bank of Taiwan)	Bank of Taiwan	Director, Department of Human Resources

61 -

Voting results:

Release of the non-competition restriction of TBB's Directors - Ministry of Finance

Total number of shares attending the meeting upon voting: 5,385,290,604 shares

Total number of votes upon voting: 5,229,112,428 votes

Voting results	Votes (including electronic votes)	Ratio (%)
For	4,865,317,628	93.04
Against	5,205,585	0.09
Void	0	0
Abstain/unused votes	358,589,215	6.87

Release of the non-competition restriction of TBB's Directors - Bank of Taiwan
Total number of shares attending the meeting upon voting: 5,385,290,604 shares

Total number of votes upon voting: 4,170,453,652 votes

Voting results	Votes (including electronic votes)	Ratio (%)
For	3,768,275,847	90.35
Against	5,239,254	0.12
Void	0	0
Abstain/unused votes	396,938,551	9.53

Release of the non-competition restriction of TBB's Directors - Shih-Yuan Tai (Representative, Bank of Taiwan)
Total number of shares attending the meeting upon voting: 5,385,290,604 shares
62 -

Total number of votes upon voting: 4,170,453,652 votes

Voting results	Votes (including electronic votes)	Ratio (%)
For	3,767,891,060	90.34
Against	5,566,757	0.13
Void	0	0
Abstain/unused votes	396,995,835	9.53

Resolution: The case was passed as proposed after voting.

63 -

VIII.Questions and Motions

※ The shareholder (Shareholder No. 10973) made a statement about the report and handling status of employees involving in civil and criminal lawsuits and whether the audit for the Directors' qualification had been implemented.

※ Chung Hsin Leisure Life Development Business Co., Ltd. (Shareholder No. 257987) made a statement suggesting that TBB should provide assistance for SMEs to pull through the challenges brought by the economic downturn caused by the pandemic.

※ The shareholder (Shareholder No. 635976) made a statement about the intention for the senior management to value the brand management. The Chairman has addressed the above speech.

The Chairman declared the meeting adjourned.

IX. Meeting Adjourned (10:16 a.m.)

Chairman: Chien-Hao Lin

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.

64 -

AI assistant

TBB — AGM Information 2021

52201_rns_2021-08-13_2b15445e-a868-4f53-8cb3-8d4b4e744f42.pdf

Meeting Minutes for 2021 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

Resolution: Acknowledged.

IV. Proposals

Taiwan Business Bank Co., Ltd. 2020 Business Report

I.Operation Results in 2020

(1) Implementation summary and the operation results

A. Profitability:

B. Corporate Governance: Reinforcement of information disclosure channels and improvements in transparency in corporate governance

C. Core Businesses:

b. Foreign Exchange Business

D. Innovative Products:

a.Continue developing innovative products to provide more convenient

services

b.Develop products according to the social trend and provide diversified services to customers

c. Strengthen the supports for the financing of urban renewal and green finance via the "Innovative Finance Project Office."

d.Assist in industry innovation and provided intangible asset financing

e.Endorse innovative industries and promote intellectual property financing

E. Expansion of the Scope of Channel Services:

b. Reinforce the security control mechanism for the information system

c. Continuous promotion of the digital banking business

b. Holding of regular compliance and anti-money laundering training

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

H. Enhance Risk Control and Improve Assets Quality:

I. Corporate Social Responsibility:

b. Continual implementation of senior caring policy, donations to vulnerable groups, and active participation in public benefit affairs

(2) Budget Implementation

(3) Revenues, Expenditures, and Profitability

(4) Research and Development

II.Business Plans for 2021

(1) Operating Directions and Policies

A.Strengthen the positioning and responsibility as a specialized bank for SMEs

B.Expand customer-oriented businesses

(2) Operating Policies

A.Learning & Growth

B.Internal Procedures

C.Customers

D.Finance

E.Loan Supervision Optimization Program

F. Strengthen Internal Audit and Control

(3) Business Targets

3. Results of Latest Credit Rating

V.Discussion

Comparison Table of the Drafted Amendments to Provisions of Article of Association of Taiwan Business Bank Co., Ltd.

VI. Election Matters

(Proposed by the Board of Directors)

Taiwan Business Bank Co., Ltd.

List of Directors and Independent Director Candidates for the 16th Term of Office

Election results:

Directors elected:

Not elected:

VII. Other Matters

(proposed by the Board of Directors)

VIII.Questions and Motions

IX. Meeting Adjourned (10:16 a.m.)

Chairman: Chien-Hao Lin

Record Keeping: Hui-Juan Wu

More from TBB

TBB AGM Information 2021