TBB — AGM Information 2023

Jun 28, 2023

Stock Code: 2834

Taiwan Business Bank Co., Ltd. 2023 Annual Shareholders' Meeting

Meeting Handbook

Meeting Time: 9:00 a.m., June 16, 2023 Venue: 17F., No. 30, Tacheng St., Datong Dist., Taipei City Convened by: Physical shareholders' meeting

Table of Contents

Page I. Agenda --------------------------------------------------------------------- 1 II. Matters for Reporting --------------------------------------------------- 2 III. Matters for Recognition ------------------------------------------------ 13 IV. Matters for Discussion ------------------------------------------------- 48 V. Extempore Motion ------------------------------------------------------- 78 VI. Appendices -------------------------------------------------------------- 79 1. Rules of Procedures for Shareholders' Meeting of the Bank --- 79 2. Articles of Association of the Bank -------------------------------- 86 3. Rules of Procedures for Board Meeting of the Bank ------------ 97 4. Shareholding of Directors of the Bank ---------------------------- 105

I. Agenda for the 2023 Annual Shareholders' Meeting of Taiwan Business Bank Co., Ltd.

Meeting Time: 9:00 a.m. on Friday, June 16, 2023

Venue: Auditorium, 17F., No. 30, Tacheng St., Datong Dist., Taipei City Attendance: (Please refer to the register of attendance)

Chairman: Chairman, Chien-Hao Lin

1. Report the total number of shares represented by shareholders present at the meeting and call the meeting to order

2. Chairman Remarks

3. Matters for Reporting

• (I) The Bank’s 2022 Operating Report

• (II) The Audit Committee's Review Report on the 2022 financial statements of the Bank

• (III)Report on the distribution of remuneration for employees and Directors of the Bank for 2022

• (IV)Report on the amendments to the Rules of Procedures for Board Meeting of the Bank

• (V) Advocate relevant regulations governing the same person or same concerned party holding the issued shares with voting rights over a particular ratio of the Bank

• Matters for Recognition

• (I) Adoption of the 2022 operating report and financial statements of the Bank

• (II) Adoption of the 2022 earnings distribution from the final accounts of the Bank

5. Matters for Discussion

• (I) Resolution to carry out a capital increase via transferred earnings in accordance with the earnings distribution of stock dividends for 2022

• (II) Amendments to the Articles of Association of the Bank

• (III) Amendments to the Rules of Procedures for Shareholders' Meeting of the Bank

• (IV)Proposal for releasing non-competition restriction on the Directors of the Board.

6. Extempore Motions

7. Adjournment

-1-

II. Matters for Reporting

Report I

Explanation: The Bank’s 2022 Operating Report

Description: Please refer to Page 14 ~ 29 of this Handbook for the Bank’s 2022 Operating Report.

Resolution:

Report II

Explanation: The Audit Committee's Review Report on the 2022 financial statements of the Bank

Description: Please refer to Page 3 of this Handbook for the Audit Committee's Review Report.

Resolution:

-2-

==> picture [468 x 341] intentionally omitted <==

==> picture [468 x 320] intentionally omitted <==

-3-

Report III

Explanation: Report on the distribution of remuneration for employees and Directors of the Bank for 2022

Description:

1. Pursuant to Article 235-1 of the Company Act, the distribution was resolved at the 7th meeting of the 5th Remuneration Committee and the 14th meeting of the 16th Board of Directors of the Bank.

2. Remuneration of employees and Directors for 2022 were distributed in cash as follows:

3. (1) Employee remuneration (3.6%): NT$451,457,445.

4. (2) Director remuneration (0.6%): NT$75,242,907.

   • The above proposed distributions of employee and Director remuneration were included in the current year's expenses in accordance with the regulations.

Resolution:

-4-

Report IV

Explanation: Report on the amendments to the Rules of Procedures for Board Meeting of the Bank

Description:

1. Amendments have been made to comply with the regulations of the "Securities and Exchange Act" and "Regulations Governing Procedure for Board of Directors Meetings of Public Companies".

2. The amendments to these Rules are summarized as below:

3. (1) In accordance with Article 25 of the Articles of Association of the Bank, the provisions on the meeting frequency of the Board of Directors in these Rules have been amended. In addition, the exclusion provision of "unless there is an emergency or a legitimate reason" has been deleted to comply with Article 3 of the "Regulations Governing Procedure for Board of Directors Meetings of Public Companies", which specifies that the specific matters may not be raised by an extraordinary motion. (Article 3)

4. (2) To comply with Article 14-5 of the "Securities and Exchange Act", amendments have been made to prescribe that "annual financial reports and second quarter financial reports that must be audited and attested by a CPA, which are signed or sealed by the chairman, managerial officer, and accounting officer" shall be submitted to the board of directors for discussion. (Article 6)

5. (3) In accordance with Article 19 of the "Regulations Governing Procedure for Board of Directors Meetings of Public Companies", provisions regarding the election or discharge of the chairman of the board of directors have been added, requiring that the matter shall be specified in the notice of the reasons for calling a board of directors meeting, and may not

-5-

be raised by an extraordinary motion. (Article 20)

• (4) With reference to the practice of the financial industry, the board of directors is authorized to resolve on the amendments to these Rules without reporting to the shareholders' meeting. (Article 21)

• For the "Comparison Table of the Amendments to the Rules of Procedures for Board Meeting" of the Bank, please refer to Page 7 ~ 10 of this Handbook.

Resolution:

-6-

Comparison Table of the Amendments to the Rules of Procedures for Board Meeting of Taiwan Business Bank

Amended Provisions	Current Provisions	Description
Article 1 (Basis) Rules of Procedures for Board Meeting of Taiwan Business Bank Co., Ltd. (the "Bank") was established in accordance with the requirements under the "Securities and Exchange Act", "Regulations Governing Procedure for Board of Directors Meetings of Public Companies"and other relevant regulations.	Article 1 (Basis) Rules of Procedures for Board Meeting of Taiwan Business Bank Co., Ltd. (the "Bank") was established in accordance with the requirements under the "Regulations Governing Procedure for Board of Directors Meetings of Public Companies."	The content of the Bank's "Rules of Procedures for Board Meeting" shall be stipulated in accordance with the "Regulations Governing Procedure for Board of Directors Meetings of Public Companies", as well as the "Securities Exchange Act" and relevant regulations of the competent authority. Hence, the Basis in this Article has been amended accordingly.
Article 3 (Convening Board meeting) A regular meeting of the Board shall be	Article 3 (Convening Board meeting) The regular Board meeting of the Bank is held every two-month. The reasons for calling a Board meeting shall be notified to all Directors at least seven days in advance. However, an extraordinary meeting may be called on shorter notice in emergency circumstances, upon the requests from the majority of Directors. The notice set forth in the preceding Paragraph may be effected by means of electronic transmission, after obtaining prior consent from the recipients thereof. Unless there is an emergency or a legitimate reason,the matters specified in Paragraph 1 of Article 6 shall be listed in the reasons for convening a Board meeting, and may not be raised by an extraordinary motion. The term "all Directors" in the Rules means the actual number of Directors currently holding the positions.	1. Article 25 of the Articles of Association of the Bank has been revised and passed at the shareholders' meeting; therefore, amendments have been made to the meeting frequency of the board of directors in Paragraph 1. 2. Part of the text in Paragraph 4 has been deleted to comply with the provisions in Article 3 of the "Regulations Governing Procedure for Board of Directors Meetings of Public Companies".
held every month in principle, and be held every two months at least. The reasons for calling a Board meeting shall be notified to all Directors at least seven days in advance. However, an extraordinary meeting may be called on shorter notice in emergency circumstances, upon the requests from the majority of Directors. The notice set forth in the preceding Paragraph may be effected by means of electronic transmission, after obtaining prior consent from the recipients thereof. The matters specified in Paragraph 1 of Article 6 shall be listed in the reasons for convening a Board meeting, and may not be raised by an extraordinary motion. The term "all Directors" in the Rules means the actual number of Directors currently holding the positions.
Article 6 (Matters to be discussed at the Board meeting) The following matters shall be submitted to the Board for discussion: 1. The Company's business plan. 2. Annual financial reports and second	Article 6 (Matters to be discussed at the Board meeting) The following matters shall be submitted to the Board for discussion: 1. The Company's business plan. 2. Annual and semi-annual financial	Part of the text has been amended to comply with Article 14-5 of the "Securities Exchange Act".

-7-

• Amended Provisions Current Provisions Description

• quarter financial reports that must be reports. audited and attested by a CPA, which 3. Adoption or amendment of internal are signed or sealed by the chairman, control systems in accordance with managerial officer, and accounting Article 14-1 of the Securities officer. Exchange Act and other laws and

• 1. Adoption or amendment of internal regulations.

• Adoption or amendment of internal control systems in accordance with Article 14-1 of the Securities Exchange Act and other laws and regulations.

• Assessment of the effectiveness of the internal control system.

• Setting or revising the processing procedures for significant financial business practices such as the acquisition or disposal of assets, engaging in derivatives trading, loaning to others, providing endorsement/guarantees for others according to the requirements under Article 36-1 of the Securities and Exchange Act. However, the authorization hierarchy of credit loans shall be subject to the requirements under the "Directions for the Authorizations of Credit Loan" of the Bank.

• Assessment of the effectiveness of the internal control system.

• Setting or revising the processing procedures for significant financial business practices such as the acquisition or disposal of assets, engaging in derivatives trading, loaning to others, providing endorsement/guarantees for others according to the requirements under Article 36-1 of the Securities and Exchange Act. However, the authorization hierarchy of credit loans shall be subject to the requirements under the "Directions for the Authorizations of Credit Loan" of the Bank.

• Transaction of material assets or derivatives.

• Offering, issuance or private placement of any equity based securities.

• Transaction of material assets or derivatives.

• derivatives. 8. Appointment and discharge of a

• 1. Offering, issuance or private financial, accounting, risk placement of any equity based management, regulatory securities. compliance, and internal audit officers.

• Appointment and discharge of a financial, accounting, risk management, regulatory compliance, and internal audit officers.

• Hiring, discharge or remuneration of attesting CPAs.

• Matters regarding the personal interest of the respective Directors.

• Performance audit system and remuneration standards for managerial and sales personnel.

• Hiring, discharge or remuneration of attesting CPAs.

• Matters regarding the personal interest of the respective Directors.

• Performance audit system and 12. Remuneration structure and system remuneration standards for of Directors. managerial and sales personnel. 13. Donations to related parties or

• Remuneration structure and system material donations to non-related of Directors. parties. However, public-interest

• Donations to related parties or donations of disaster relief for a material donations to non-related major natural disaster may be parties. However, public-interest submitted to the next Board meeting donations of disaster relief for a for ratification. major natural disaster may be 14. Other material matters to be submitted to the next Board meeting decided by a shareholders' meeting

-8-

Amended Provisions Current Provisions Description for ratification. or submitted to the Board of 14. Other material matters to be decided Directors in accordance with the by a shareholders' meeting or laws and regulations or required by submitted to the Board of Directors in the competent authority. accordance with the laws and The "transaction of material assets or regulations or required by the derivatives" mentioned in competent authority. Subparagraph 6 of Paragraph 1 refers The "transaction of material assets or to transactions of material assets or derivatives" mentioned in Subparagraph derivatives the shall be passed by the 6 of Paragraph 1 refers to transactions of Board meeting according to the material assets or derivatives the shall requirements of the law or the be passed by the Board meeting "Procedures for Acquisition or according to the requirements of the law Disposal of Assets" or other or the "Procedures for Acquisition or regulations of the Bank. Disposal of Assets" or other regulations The term "related parties" mentioned of the Bank. in Subparagraph 13 of Paragraph 1 The term "related parties" mentioned in refers to related parties defined in the Subparagraph 13 of Paragraph 1 refers "Regulations Governing the to related parties defined in the Preparation of Financial Reports by "Regulations Governing the Preparation Securities Issuers." The term "material of Financial Reports by Securities donations to non-related parties" Issuers." The term "material donations means one-off or the cumulative to non-related parties" means one-off or amount of donations to the same party the cumulative amount of donations to within one year reaches NT$100 the same party within one year reaches million, or 1 percent of net operating NT$100 million, or 1 percent of net revenue, or 5 percent of paid-in capital operating revenue, or 5 percent of paidin the Company's audited financial in capital in the Company's audited statement for the most recent year. financial statement for the most recent The "within the one year" mentioned year. in the previous Paragraph refers to the The "within the one year" mentioned in year preceding the date of convening the previous Paragraph refers to the year the Board meeting. preceding the date of convening the Except for proposals that may not be Board meeting. proposed as extempore motions Except for proposals that may not be according to requirements under the proposed as extempore motions law and the Rules, extempore motions according to requirements under the law may be proposed during the meeting and the Rules, extempore motions may when permitted by the Chairman. be proposed during the meeting when At least one of the independent permitted by the Chairman. Directors of the Bank shall attend the At least one of the independent Board meetings in person. For matters Directors of the Bank shall attend the specified in Paragraph 1 to be resolved Board meetings in person. For matters at the Board meetings, all independent specified in Paragraph 1 to be resolved Directors shall attend in person. For at the Board meetings, all independent those who are unable to attend in Directors shall attend in person. For person, they shall appoint other those who are unable to attend in independent Directors to attend on person, they shall appoint other their behalf. When an independent independent Directors to attend on their Director has a dissenting or qualified behalf. When an independent Director opinion, it shall be noted in the has a dissenting or qualified opinion, it minutes of the Board meeting. Where

-9-

Amended Provisions	Amended Provisions	Current Provisions	Description
shall be noted in the minutes of the Board meeting. Where the independent Director cannot attend the Board meeting in-person to voice his/her dissenting or qualified opinion, unless there are justifiable reasons for failure to do so, he/she shall provide a written opinion in advance, and the opinion shall be noted in the minutes of the Board meeting.		the independent Director cannot attend the Board meeting in-person to voice his/her dissenting or qualified opinion, unless there are justifiable reasons for failure to do so, he/she shall provide a written opinion in advance, and the opinion shall be noted in the minutes of the Board meeting.
Article 20 (Applicability to Managing Board) Requirements under Article 2, Paragraph 2 of Article 3, Article 4 to Article 5, Article 7 to Article 9, and Article 11 to Article 19 under the Rules shall apply mutatis mutandis for the proceedings of Managing Board meetings.The provisions of Paragraph 4 of Article 3 shall apply mutatis mutandis		Article 20 (Applicability to Managing Board) Requirements under Article 2, Paragraph 2 of Article 3, Article 4 to Article 5, Article 7 to Article 9, and Article 11 to Article 19 under the Rules shall apply mutatis mutandis for the proceedings of Managing Board meetings.	In accordance with "Regulations Governing Procedure for Board of Directors Meetings of Public Companies", provisions regarding the election or discharge of the chairman of the board of directors have been added.
	3 shall apply mutatis mutandis
to the election or discharge of the chairman of the board of directors.
Article 21 (Appendices) The Rules were implemented upon receiving the approval from Board meeting after discussion and reported to the shareholders' meeting, andthe board of directors is authorized to resolve on any amendment thereto.		Article 21 (Appendices) The Rules were implemented upon receiving the approval from Board meeting after discussion and reported to the shareholders' meeting, andshall do the sameupon any amendment thereto.	With reference to the practice of the financial industry, the board of directors is authorized to resolve on the amendments to these Rules without reporting to the shareholders' meeting.

-10-

Report V

Explanation: Advocate relevant regulations governing the same person or same concerned party holding the issued shares with voting rights over a particular ratio of the Bank

Description:

1. According to the Letter Jin-guan-yin-kong-zi No. 1006005191 issued by the Financial Supervisory Commission on January 31, 2012, to implement the requirements under Article 25 of the Banking Act, the Bank shall include the information regarding the election as a reporting case one year prior to the election to remind shareholders to pay attention to relevant requirements.

2. The contents of the related law to be propagated are stated as follows:

3. (1) According to the requirements under Article 25, paragraph 2 and paragraph 3 of the Banking Act, the same person or same concerned party who singly, jointly or collectively acquires more than five percent (5%) of the Bank's outstanding voting shares shall report such fact to the Financial Supervisory Commission within ten (10) days from the day of acquisition; the preceding provision applies to each cumulative increase or decrease in the shares of the same person or same concerned party by more than one percent (1%) thereafter. The same person or same concerned party who acquires more than ten percent (10%), twenty-five percent (25%) or fifty percent (50%) of the Bank's outstanding voting shares shall apply for prior approval of the Financial Supervisory Commission. The definition of the "same person" and "same concerned party," and the exceptional circumstances are stated in Article 25-1 of the Banking Act.

-11-

• (2) Where the same person or same concerned party who holds voting shares issued by the Bank without filing a report with or obtaining approval from the Financial Supervisory Commission in accordance with the above provisions, the excess shares held by such same person or same concerned party shall not have voting rights and shall be disposed of within the given period prescribed by the Financial Supervisory Commission according to the provision under Article 25, paragraph 7 of the same Act. Furthermore, according to the provision under Article 128, paragraph 3 of the same Act, such shareholders shall be punished by an administrative fine no less than NT$2 million and no more than NT$10 million. Where such personnel is elected as a director or other responsible person of the Bank in the future, the Financial Supervisory Commission would consider the reasons unfit for being a responsible person, such as dishonesty or inappropriateness, under Article 3, subparagraph 13 of the "Regulations Governing Qualification Requirements and Concurrent Serving Restrictions and Matters for Compliance by the Responsible Persons of Banks."

Resolution:

-12-

III. Matters for Recognition

Proposal I (Proposed by the Board of Directors) Explanation: Adoption of the 2022 operating report and financial statements of the Bank

Description: The 2022 financial statements (individual and consolidated financial statements) of the Bank: balance sheet, consolidated statement of profit or loss, statement of changes in equity, and statement of cash flow have been audited by Feng-Hui Lee and Tan-Tan Chung, CPA of KPMG, and together with the operating report, have been audited by the Bank's Audit Committee and passed by the resolution of the Board meeting (please refer to Page 14 ~ 45 of this Handbook).

Resolution:

-13-

Taiwan Business Bank Co., Ltd.

2022 Operating Report

As the Russia-Ukraine war dragged on in 2022, pandemic lockdowns in China sent shock waves through economic and trade activities as well as supply chains. Moreover, major economies started raising interest rates, leading to tightening financial conditions, and hence the growth of the global economy continued the downward trend. On the whole, central banks of major economies adopted different monetary policies based on respective economic and financial conditions in the first half of 2022. Most economies tightened monetary policies in order to curb high inflation. Moving into the second half of 2022, inflation remained high around the world, which dampened the post-COVID recovery of the travel and consumption sectors. In addition, tightening monetary policies deterred aggregate demand and the global economy continued to slow down while central banks of major economies turned to aggressive rate hikes to curb high inflation. The U.S. raised rates by a total of 4.25% in 2022, while the Bank of Japan (BoJ) passed a resolution to maintain a large scale quantitative easing monetary policy, and the People's Bank of China (PBoC) lowered rates to ease the downward pressure on its economy.

The conflict between Russia and Ukraine pushed prices of raw materials up significantly in the global market and added to the pressure of imported inflation in the country. Moreover, as consumer prices kept rising, domestic demand started to shrug off the effects of the pandemic, the labor market continued to improve and some economies started the rate hike cycle, the central bank thus decided to raise the discount rate, the accommodations with collateral rate, and the accommodations without collateral rate by 0.25% respectively in March 2022. The central bank subsequently raised the aforementioned rates by 0.125% respectively in June, September, and December. In terms of exchange rates, the US dollar kept rising since the Fed started the rate hike cycle, and the New Taiwan dollar remained weak against the US dollar. The depreciation of NTD was most apparent in the third quarter (6.4%), and in the fourth quarter, it depreciated first before rising. The New Taiwan dollar fell from 27.632 at the beginning of 2022 to 30.708 at the end of the same year, with a total depreciation of NT$3.076, or 11.13%, in 2022.

As per the forecast of the International Monetary Fund (IMF), the growth rate of the world trade volume will fall to 2.5% in 2023. Despite the slowing global demand, Taiwan can expect to maintain export momentum supported by the world leading semiconductor production and increased manufacturing capacity. In addition, international travel is expected to boost consumption. According to the figures released by the Directorate-General of Budget, Accounting and Statistics on

-14-

November 29, 2022, Taiwan's economic growth rate in 2022 is expected to be 3.06% and that in 2023 is expected to drop to 2.75%. According to ITRI's IEK-CQM, it is estimated that the output value of the manufacturing industry in Taiwan will reach NT$26.32 trillion in 2023, with an output value growth of 3.24%.

As countries lift more COVID related border control measures, banks can once again pick up pace in overseas market expansion. Moreover, experiences accumulated in the New Southbound market points to a significant increase in the volume of overseas lending in 2023.

Regarding the domestic lending market, the government still has multiple policies encouraging the banking sector to provide financing to support industrial development. Except for continuing to encourage domestic banks to extend the "6 Core Strategic Industries Promotion Program”, the policies maintain the support for Taiwanese businessmen to return to Taiwan to invest. In addition, the construction of new hi-tech factories, such as IC and semiconductors, continues, giving support for growth in the domestic lending market in 2023.

As for wealth management business, the focus is placed on assisting wealth management and investment. Due to the rising global inflation, supply chain issues, energy conflict and other negative impacts that may continue into 2023, as well as the financial market volatility from rate hikes, all of these create more investment risks. How to encourage investors to invest will be the direction for wealth management teams in 2023.

In the future operating plans, the Bank will continue to optimize asset quality, create diversified profit sources, and undertake lower risk-weighted businesses to enhance the efficiency of capital utilization, which include strengthening the DBU replace OBU foreign currency loans, and actively engaging in the entire builder’s mortgage loans business. Moreover, the Bank will keep reviewing the value system and improving operating efficiency. We place equal emphasis on the cultivation of talents, digital technologies, and corporate governance, and strive to achieve comprehensive sustainability through the implementation of compliance, refined internal audit and control, and improved IT security resilience. Lastly, the Bank will enhance organizational resilience and pursue mutually beneficial sustainability. By continuing to assist customers in low carbon transformation and net-zero emissions, the Bank can grasp the risks and opportunities closely and develop sustainable products, operations, and loans while pursuing profit growth. The combination of digital technologies and sustainable development will increase the operational resilience and lay a more solid foundation for the Bank.

The Bank adheres to its core value of "SME Specialized Bank", utilizes the four aspects, including learning & growth, internal procedures, customers, and finance,

-15-

on its strategy map, and incorporates sustainable thinking to provide customers with optimized services. The Bank also cooperates with government policies to assist SMEs in active transformation and second-generation succession, and provide financial products and services that combine with environmental protection and social welfare to meet social needs. The Bank will work to realize its vision of becoming the bank of choice for SMEs while entering into the second centenary of the Bank.

The Bank's operation results in 2022 and the business plan for 2023 are summarized as below:

I. Operation Results in 2022

• (1) Implementation of Business Plans and Operating Strategies

• A. Profitability:

The Bank carried out a capital increase of NT$2.865 billion via transferred earnings and issued stock and cash dividends of NT$0.37 per share and NT$0.10 per share, respectively, for the previous year (2021). Net income after tax for 2022 amounted to NT$10.122 billion (net income before tax was NT$12.014 billion).

• B. Core Businesses:

• a. NTD deposit business

The Bank strove to increase the scale of NTD demand deposit to reduce the capital costs and increase earnings. In 2022, the cumulative average balance of the Bank’s NTD demand deposits was NT$802.478 billion, an increase of NT$63.208 billion from NT$739.270 billion in 2021, a growth rate of 8.55%.

• b. Corporate Banking

• 1) The Bank was recognized as an "Outstanding Bank" under the 16th "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 an "Grade-A Bank" under the 5th "Program to Encourage Loan Projects by Domestic Banks to Key Innovative Industries (Group A)" organized by the FSC.

• 3) The Bank won the "Outstanding Performance Award" and "Inclusive Finance Award" under the "Outstanding Financial Institutions for SMEs Project Loans" from the Central Bank.

• 4) The Bank won seven awards from the MOEA for the SMEs Credit Guarantee Financing Business Outstanding Financial Institutions, namely

-16-

the Youth Entrepreneurship, Start-up and Micro Businesses Support Award, the Policy Facilitation Award, the Economic Relief and Stimulus Award, the Excellent Award for Collections for Guarantee Cases, the Collaboration with Corporates Award, the Excellent Credit-Granting Bank for the Program of Increasing Start-up Business Relief Financing, and the Managing Bank for the Program of Increasing Start-up Business Relief Financing.

• 5) The Bank received the "Best SME Service Award" from the Excellence Magazine under the category of non-financial holding for the "2022 Excellent Bank."

• 6) In the extension of SME loans, the Bank ranked No. 1 in Taiwan in the total guarantee amount of loans transferred for guarantees to the Small and Medium Enterprise Credit Guarantee Fund.

• c. Foreign Exchange Business

In 2022, the Bank focused on the active promotion of expansion measures for different foreign exchange businesses. In 2022, the Bank's accumulated average balance of foreign currency deposits was NT$338.063 billion, representing an increase of NT$77.398 billion or a growth of 29.69% as compared with the average balance of NT$260.665 billion in 2021. In 2022, the Bank's accumulated average balance of foreign currency loans was NT$153.957 billion, representing an increase of NT$20.173 billion or a growth of 15.08% as compared with the average balance of NT$133.784 billion in 2021. In 2022, the Bank’s accumulated transaction amount of foreign exchange business was US$77.459 billion, representing an increase of US$8.396 billion or a growth of 12.16% as compared with US$69.063 billion in 2021.

• d. Wealth Management

In 2022, 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, and actively promoted the wealth-management focused projects. Fee income from the wealth management business amounted to approximately NT$1.916 billion in 2022, representing an increase of NT$0.266 billion or a growth of 16.12% as compared with NT$1.650 billion in 2021.

C. Innovative Products:

• a. Continue to develop innovative products to provide more convenient services

• 1) Type 2 digital deposit account service is made available through cardless

-17-

application to existing deposit account holders of the Bank.

• 2) Types 1, 2 and 3 foreign currency digital deposit account services are made available through online application.

• 3) A Wi-Fi security checker is made available through the mobile banking app. Cross border lock and late night lock are added to online banking and mobile banking.

• 4) Mobile income tax filing and Taiwan Pay enabled payment are made available through mobile banking.

• 5) Interbank ATM cardless withdrawal function is made available through the mobile banking app.

• 6) The icash Pay e-Payment Account Linking service was launched.

• 7) Robotic process automation (RPA) was introduced into the e-Loan platform to facilitate the online application process.

• 8) The smart helper iMoney was introduced to provide frequently used banking services (such as inquiry, transfer, and voice navigation) to customers.

• 9) Exchange rates, term/savings deposit rates, and branch information on the CWMoney app and Consumer Info on the TDCC e-Passbook app are made available for viewing to customers.

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

• 1) Auction, smart stock selection and other services were implemented as an upgrade to the e-Trade app in order to improve the quality of mobile securities trading service provided by the Bank and meet the wealth management needs of different customer groups.

• 2) The Bank developed the intraday odd lot trading service in alignment with Taiwan Stock Exchange’s new system and customers’ trading needs. Since July 2022, the minimum handling fee for electronic odd lot trading has been reduced to NT$1 to increase the willingness of investors on a small budget to invest.

• 3) In line with the government's pro-natalist policy, the Bank organized consumption loans of "Gold Pregnancy" and "Luck Pregnancy," hoping to increase the fertility rates of nationals. As of the end of December 2022, the cumulative number of loan disbursements was 1,712, which amounted to NT$669 million.

• D. Expansion of the Scope of Channel Services:

• a. Plans were made to adjust the locations of the Bank's branches to enhance

-18-

the value of physical channels, and provide better and more comprehensive financial services. The reallocation and re-opening for business of the Pu Chya Branch was completed on July 25, 2022.

• b. To align with the "Blueprint for Developing Taiwan into a Bilingual Nation by 2030" promulgated by the government, the Bank aims to provide a bilingual-friendly environment for financial services. As of the end of 2022, 50 branches of the Bank had been upgraded to bilingual branches and we intend to increase 25 more bilingual branches in 2023. It is estimated that all branches shall become bilingual by 2025.

• E. Information Operations and Information Security:

• a. Improvement to system and service functions

• 1) Simplified core billing systems: Real-time inquiries of borrowers' accounts and guarantors' information on peripheral systems are provided to shorten data query time and improve branch efficiency.

• 2) Tiered storage equipment management: Storage disks were categorized and organized according to system requirements and transaction natures in order to reduce the cost of business data storage.

• 3) Simplified robot-assisted AML operation: RPA was implemented to quickly identify highly similar alerts and simplify the operating process for branch employees.

• 4) Rebuilding the CRM system: For the purpose of increasing customer loyalty and contribution, customer data was integrated and made available to salespersons for reference.

• 5) Building open API gateway and management platform: Time to market is reduced for new businesses or services for external parties and access and traffic are controlled and monitored.

• b. Reinforce the security control mechanism for the information system

• 1) Duly implemented the Bank’s cyber security maintenance program, the effectiveness of which has been confirmed by a third-party organization, and reported to the Board of Directors on the achievement of cyber security targets on a quarterly basis.

• 2) Supervised the compliance in the operations of overseas branches, including the cyber defense program in Hong Kong, PART 500 in New York, and CPS 234 in Australia. The Bank has met all the local authorities’ requirements in 2022.

• 3) White-hat hackers (red team) exercises were organized to identify hidden IT security risks by simulating real hacker attacks. System management units were also brought in to make improvement and strengthen IT

-19-

defense capability and response to network attacks on the Bank.

• 4) Carried out a total of 6 email social engineering drills in 2022 to strengthen employees' awareness of information security, as well as conducted DDoS attack and defense drills for the bank and Securities Dept., which all achieved the expected protection results.

• 5) 3-hour IT security awareness courses and 1-hour IoT IT security training courses are provided to all branch employees in order to raise awareness of IT security and increase knowledge of IoT IT security. Role specific training is also provided to IT personnel to enhance IT security skills.

• 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, and organized marketing discount events to facilitate the penetration rate of e-payment.

• 2) Promoted the rights and benefits of digital deposit accounts, allowing the public to enjoy convenient financial services including online deposits, withdrawals, transfers, and consumption.

• 3) For digital marketing development and social media operations, the Bank designed a series of marketing activities to boost its share of voice on social media with TBB’s digital brand mascot, Hokii Penguin.

• 4) The Bank is recognized by the following domestic awards:

  • ①The 19th National Brand Yushan Award of 2022

    • (a) Five-Heart Mobile Banking - Most Understanding Bank in Your Pocket: Best Product Category.

    • (b) i-Money - Most Intuitive Voice Technology: Best Product Category.

    • (c) Hokii Digital Account - Enjoy Your e-Life: Best Popular Brand Award/National First Prize.

    • (d) Network Security Sentinel - Safeguarding Your Account: Best Product Category/National First Prize.

  • ②The Customer Service Excellence Award (CSEA) of 2022

    • (a) Best Internet Service Enterprise Award.

    • (b) Best Smart Application System Award.

  • ③ 2021 Awards for Financial Institutions Promoting ACH and Enhanced Financial Collection Service (eFCS):

    • (a) eFCS Payment Processing Promotion Award.

    • (b) eFCS Specific Payment Processing Promotion Award.

-20-

• F. 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) Due to the practical operations and changes in relevant laws and regulations, the Bank continues to amend its procedures for anti-money laundering and combatting the financing of terrorism.

• 2) The Bank performed its compliance risk assessment (CRA) and comprehensive Institutional Risk Assessment (IRA) for 2021 and reported to the FSC after being approved by the Board.

• b. Holding of regular compliance and anti-money laundering training, and irregular online video conferences for domestic business units

• 1) The Bank organized the online training program "2022 Seminar for Antimoney Laundering and Combating the Financing of Terrorism" from June to August of 2022, and promoted the trend of preventing money laundering and combating terrorism, as well as shared relevant cases, with video conferencing on December 9, 2022.

• 2) A "Compliance Officer Seminar" was held in each of the first and second halves of 2022.

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

According to the "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 are all included in the "Legal Compliance Follow-up Cases" for control. The Bank compiles the subsequent implementation of "Legal Compliance Follow-up Cases" replied by relevant departments on a monthly basis and reports to the Chief Compliance Officer, to ensure that all operations and business activities comply with relevant laws and regulations..

• d. Reinforcing the control mechanism of the second line of defense

• 1) To reinforce the strength of audits, the Chief Compliance Officer (also the AML/CFT Dedicated Officer) led managers of business management departments and dedicated units to conduct on-site visits and random tests for legal compliance and anti-money laundering on selected domestic branches with a higher number of deficiencies found during the internal and external audit in 2022.

• 2) Meetings are held for "major deficiencies and outstanding improvement from previous inspections". Any vulnerability identified will be corrected

-21-

immediately through the feedback mechanism. Implementation of improvement measures will be verified to effectively reduce deficiencies.

• e. Engaged CPAs to carry out the project audits for anti-money laundering and combatting the financing of terrorism for 2021 in accordance with the "Implementation Rules of Internal Audit and Internal Control System of Financial Holding Companies and Banking Industries."

• G. Enhance Risk Control and Improve Assets Quality:

• a. The Bank completed the analysis of risks and opportunities for ClimateRelated Financial Disclosure (TCFD) in 2022, and has disclosed TCFD information in the Bank’s Sustainability Report.

• b. An internal credit rating system, Credit Card Review, was implemented to strengthen the Bank’s capability in credit risk management.

• c. Plans are made for Basel III capital requirements.

• d. For the purpose of complying with the competent authority's requirements and simplifying the stress scenario setting process for market risk, the Bank has established a clear process for constructing stress scenarios for market risk and added indicators for measuring interest rate risk in response to retirement of LIBOR.

• e. Performance evaluation criteria such as "return on risk-weighted assets", "eligible collaterals", and "average credit risk weights and credit riskweighted assets" were used to guide the business units to modify lending structures and reduce risk-weighted assets in order to improve the Bank's financial structure.

• f. As the FSC amended the qualitative and quantitative indicators for IRRBB, the Bank implemented the module related to "IRRBB quantitative indicator calculation" in its ALM system to improve its risk control capabilities.

• H. ESG Sustainable Development:

• a. Strengthen corporate governance and pursue sustainable development

• 1) The Bank has long strived to enhance its corporate governance and ranked in the "Top 6%-20% of the Listed Companies Group" in the 2021 Corporate Governance Evaluation held by the Taiwan Stock Exchange.

• 2) We actively increased our communication channels for domestic and overseas investors, and an online investor conference was respectively held on March 24, 2022; May 30, 2022; and September 8, 2022. In addition, each investor has immediate access to information on the Market Observation Post System (MOPS), and can also obtain the same information simultaneously on the Bank’s official website.

-22-

• 3) The 2021 Sustainability Report has been verified by an external third party based on the AA1000 Assurance Standard TYPE1 to comply with the Core Options of the GRI Standards, and obtained the Certification of Moderate Level of Assurance. In addition, the Report has passed two stages of verification by the British Standards Institution (BSI) for 7 consecutive years, and an Independent Assurance Opinion Statement was issued to the Bank by BSI.

• 4) The "Climate-Related Financial Disclosure (TCFD) Report" was released for the first time in 2022, which was verified by the British Standards Institution (BSI) and awarded the highest level of certification - "Level-5: Excellence".

• 5) The Bank has officially signed to join the Equator Principles Association and became one of the global Equator Principles member banks.

• 6) The Bank received the Gold Award in the financial and insurance group of corporate sustainability report division under the 15[th] TCSA Taiwan Corporate Sustainability Awards of 2022 organized by the Taiwan Institute for Sustainable Energy.

• 7) The Bank won the Social Empowerment Award of the Asia Responsible Enterprise Awards (AREA). This helped increase the Bank's visibility and our CSR corporate image.

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

• 1) The Bank continued the sponsorship of the Senior Learning Centers to improve the quality of life and care for the disadvantaged elderly in the community. As of the end of 2022, we have set up 20 Senior Learning Centers across Taiwan, and the cumulative sponsorship has amounted to NT$20.25 million. The cumulative number of beneficiaries is more than 280,000 per year.

• 2) The Bank continued to promote the elder care trust and won the Outstanding Award of "Trust Industry Promoting Trust 2.0 Project Evaluation Phase 1 - Elder Care Trust Award", as well as received the two Excellence Awards, namely Urban Renewal Trust Innovation Award and Best Innovative Trust Award, from the 2nd《Trust Award》of 2022 hosted by the Commercial Times.

• c. Combining environmental sustainability with the core business to promote green financial products

• 1) Preferential financing terms are provided to encourage individual customers to purchase renewable energy powered equipment, green building label properties, and energy saving label appliances, so as to

-23-

reduce carbon emissions and energy consumption. A total of NT$39.76 million of loans were approved in 2022.

• 2) By injecting funds into environmental protection and green energy related industries and SMEs, and providing financing counseling, trust management and other one-stop services, the Bank guides corporate customers to implement ESG sustainability. A total of 899 green energy loans were approved in 2022.

• 3) As part of its support for urban renewal and sustainable lifestyle, TBB provides the public with one-stop services, including case-by-case advice, guidance, project financing and trust management. A total of NT$68.699 billion of urban renewal loans were approved in 2022.

• 4) The Bank launched one ESG concept fund in 2022.

• d. Fulfilling responsibility for environmental protection and continued energy conservation and carbon emission reduction efforts

• 1) The Environmental Protection Administration of the Executive Yuan and the Department of Environment Protection of the Taipei City Government cited the Bank 11 years in a row for outstanding performance in green procurement.

• 2) The head office building was awarded the certificate for ISO50001 & ISO14001 Energy Management System.

• 3) The Bank won the "2022 Taipei City Zero Carbon Benchmarking Award" under the Industrial and Commercial Industry Group B Model Award.

• 4) The Bank had formulated its "Environmental Sustainability Management Handbook" and "Measures for Water and Electricity Conservation" with scheduled follow-up on the status of water and electricity conservation by different units. 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$1,739.721 billion, for an achievement rate of 100.79%.

• B. The annual average balance of outstanding loans was NT$1,349.760 billion, for an achievement rate of 101.73%.

• C. The foreign exchange transactions amounted to US$77.459 billion, for an achievement rate of 110.66%.

• D. The securities brokerage business amounted to NT$493.215 billion, for an achievement rate of 41.14%.

-24-

(3) Revenues, Expenditures, and Profitability

• A. Net income for 2022 amounted to NT$28.379 billion; bad debt expense, commitment, and provision for guarantee liabilities totaled NT$2.401 billion; operating expenses were NT$13.964 billion; before-tax net income from continuing operations was NT$12.014 billion; net profit after tax was NT$10.122 billion; return on assets ratio (after-tax) amounted to 0.49%; return on equity ratio (after-tax) amounted to 9.84%; net profit margin (aftertax) was 35.67%, and earnings per share (after-tax) was NT$1.26.

• B. Net income before taxes (excluding provisions) in 2022 amounted to NT$14.415 billion, an increase of NT$3.467 billion over 2021. NT$2.401 billion was allocated as an allowance for bad debts in order to strengthen risk appetite. Before-tax net profit for 2022 amounted to NT$12.014 billion, an increase of NT$6.237 billion over 2021, primarily due to the increase in deposits, the net interest income, the net service fee revenue and the net revenue of financial products.

• C. The non-performing loan (NPL) ratio at the end of 2022 stood at 0.20%, a decrease of 0.08% compared with the end of 2021. The bad-debt coverage ratio was 653.28%, an increase of 230.59% over the end of 2021.

(4) Research and Development

• A. Establishment of an Exclusive Unit for Industry Research

• a. A total of 120 industry analysis reports were written and published in the Bank's E-Library in 2022 for colleagues to peruse.

• 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 wide variety of digital learning courses are offered to encourage employees to engage in further onthe-job studies and absorb new knowledge that will strengthen their competitiveness and enhance their professional know-how.

II. Business Plan for 2023

(1) Operating Directions

• A. Optimize asset quality and diversify profits

• a. Strengthen credit quality and loan delay management and improve collection performance to reduce new nonperforming loans.

• b. Develop insights into global developments, respond quickly through risk

-25-

management, and make dynamic asset allocation to enhance capital efficiency.

• c. Increase the percentage of demand deposits and attract cash flows of customers to boost fee income and adjust the revenue structure.

• d. Develop closer relationships with core customers and expand the customer base, increase customer added value through the all-in-one approach, and create diversified revenue sources.

• B. Inspect value system and improve operating efficiency

• a. Pay equal attention to development of talent, technology, and governance while improving response ability and securing a strong driver of strategic development.

• b. Follow a customer centric approach, take advantage of digital technologies, and value innovative financial services to enhance operating capabilities.

• c. Raise risk management awareness, ensure compliance and refine internal control, and improve IT security to lay a solid foundation for the Bank.

• C. Build up organizational resilience and pursue mutually beneficial sustainability

• a. Understand environmental and social changes, extend influence as a bank, and continue to help customers with low carbon transformation and netzero emissions.

• b. Grasp the risks and opportunities closely, build up digital trust, enhance operating resilience, and pursue mutually beneficial sustainability for business.

(2) Operating Policies

In the face of uncertain challenges such as supply chain reorganization, geopolitical risks, succession of personnel and ever-changing international financial situation, the Bank always adheres to its core value of "SME Specialized Bank" and utilize the four aspects on its strategy map with a bottom-up approach. In line with the aspects of learning & growth, internal procedures, customers, and finance, the Bank will establish a strategy structure with specified directions and centralized resources, and review the internal and external value chains to incorporate sustainable thinking into daily operations and procedures, continuing to optimize through digital and green transformation to provide customers with premium services. The Bank will work to realize our business vision, become the bank of choice for SMEs by providing complete financial services to SMEs, business owners, major shareholders, and all employees, and become a high-quality bank with allaround financial services, thereby achieving the goal of sustainable development.

-26-

• A. Learning & Growth

• a. Optimize human capital: Transformation of human capital is key to the transformation of the Bank and sustainable operations. Professional training is provided for all employees on an ongoing basis and recruitment takes place across different fields through various channels. There is an emphasis on career development for employees as well as an effort to develop promising potential. There is also an emphasis on employee benefits and fair and reasonable pay. A safe and comfortable work environment is created to cultivate and retain talent.

• b. Augmented IT performance: Strong IT capabilities are essential to supporting and protecting the rights of the Bank and its customers. Overall performance is augmented through optimization of IT and digital equipment. Cyber security defense and monitoring capabilities are also strengthened. There is a constant effort to find a balance between digital transformation and cyber security and to implement resilient infrastructures.

• c. Building organizational capital: Learning is the cornerstone of sustainable development. A corporate culture of learning and sharing encourages employees to engage in internal innovation and reach their full potential. A comprehensive accountability mechanism is put in place to encourage a culture of accountability and teamwork. All employees work together toward sustainable development.

• B. Internal Procedures

• a. Deepened business management: Set goals and follow through with execution in response to significant changes in the internal/external environment. Construct a flexible management framework, develop knowledge management and improve response, and continue to formulate best practice processes for better operating performance and value. Respond to emerging risks and climate change risk, strengthen risk management capabilities, and develop a risk management framework for better sustainable operations.

• b. Precise CRM: Respond to customer needs, take advantage of digital technology to integrate data, expand the customer base with precision, know the right approach to customer communication, continue to observe and act with speed, validate ideas for optimizing products and services, improve service efficiency, and increase customer loyalty and product stickiness.

• c. Develop innovative management: Apply innovative thinking to analyze value chain activities, strengthen core advantages through cross industry alliances, utilize digital capabilities, and refine product and service models.

-27-

Pursue energy efficiency and green transition, place emphasis on digital trust, create a new financial environment defined by sustainability, extend influence as a financial intermediary, and increase the value of products and services to the environment and society.

• d. Implement ESG governance: Adhere to compliance and build on trust and integrity, follow sustainable governance, and enforce supervisory practices in business and management activities. Pay attention to AML/CFT, whistleblower protection and consumer rights. Follow sound governance practice for more stable and transparent operation. Optimize internal/external value chain in terms of sustainability, and increase the Bank's value and competitiveness in the long run.

C. Customers

• a. Optimize products and services: Monitor customer needs in different areas, develop new business models, focus on customer experience, increase customer satisfaction, and conduct precision marketing on target audience. Combine core products to increase penetration and provide one-stop integrated service solutions. Develop innovative and competitive sustainable products, increase added value for SME customers, and resolve environmental and social issues to increase shared value from products and services.

• b. O2O integrated channels: Extend the reach of virtual channel services, gradually expand and complete the product line, build customer trust in O2O integration, and provide one-stop quality financial services. Combine customer views from all channels, fully present each aspect of customers and various service channels, analyze interactive customer experience and value, and increase value of each channel.

• c. Focus on the role as a specialized bank: Clearly define the Bank as a SME specialized bank, reinforce the core business service for SMEs, utilize product and marketing capabilities, and shape a brand image as a professional bank while expanding the customer base. Work with stakeholders to support sustainability and extend influence as a member of the community to help customers practice environmental conservation and transformation.

D. Finance

• a. Optimize asset quality and diversify profits: Control asset quality, strengthen risk management and improve asset allocation to expand the scale of operations; widen the deposit-loan interest rate spread and improve the efficiency of capital utilization; increase the added value of customers with All-in-one approach to create diverse sources of income; increase the proportion of revenue and profit from overseas branches to

-28-

strengthen profitability.

• b. Enhance core capital and develop sustainable values: 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; bring goodness to society while pursuing profitable growth to maximize shareholders' value.

(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 2023.

• A. Annual average deposit balance: NT$1,810.630 billion.

• B. Annual average balance of loans outstanding: NT$1,420.287 billion.

• C. Total foreign exchange transactions: US$80.864 billion.

III. Results of Latest Credit Rating

Date of Rating	Rating Institution	Ratings	Ratings	Outlook
		Long-term Credit	Short-term Credit
2023.1.16	Taiwan Ratings	twAA-	twA-1+	Stable
2023.1.16	Standard & Poor's	BBB+	A-2	Stable

Chairman:

==> picture [44 x 47] intentionally omitted <==

President:

==> picture [44 x 47] intentionally omitted <==

==> picture [40 x 39] intentionally omitted <==

SVP & GM of the Accounting Dept:

-29-

註：第30~45 頁for 插入英文財報圖檔>

-30-

==> picture [469 x 699] intentionally omitted <==

-31-

==> picture [469 x 713] intentionally omitted <==

-32-

==> picture [466 x 713] intentionally omitted <==

-33-

					December 31, 2021	Amount %			102,540,315 5	50,261,590 3	8,436,037 -	2,060,693 -	22,761,436 1	64,584 -	1,668,656,822 83	52,250,000 3	4,365,294 -	3,420,210 -	1,149,456 -	886,290 - 2,740,373 -		1,919,593,100 95		77,431,952 4	815,900 -		15,693,140 1	185,128 -	5,227,632 -	2,306,220 -		101,659,972 5		2,021,253,072 100	2,021,253,072 100
					December 31, 2022	Amount %			$ 194,966,177 9	1,131,025 -	9,925,525 -	2,462,991 -	21,493,131 1	1,101,015 -	1,673,580,263 81	52,250,000 4	2,910,581 -	2,676,102 -	1,239,919 -	879,056 - 3,763,082 -		1,968,378,867 95		80,296,934 4	815,900 -		17,239,615 1	185,128 -	9,339,356 -	(3,769,675) -		104,107,258 5		$ 2,072,486,125 100
(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)	TAIWAN BUSINESS BANK, LTD. AND SUBSIDIARIES	Consolidated Balance Sheets	December 31, 2022 and 2021	(Expressed in Thousands of New Taiwan Dollars)	December 31, 2022 December 31, 2021	Amount % Amount % Liabilities and Equity		$ 49,260,262 2 39,444,032 2 Liabilities	148,557,744 7 158,110,418 8 21000 Deposits from the Central Bank and banks (Notes 6(n) and 7)	33,913,114 2 40,670,401 2 21500 Due to the Central Bank and banks (Note 6(o))	160,000,410 8 157,533,062 8 22000 Financial liabilities at fair value through profit or loss (Notes 6(p) and (t))	22500 Notes and bonds issued under repurchase agreement (Note 6(q))	236,774,247 11 279,035,906 14 23000 Payables (Note 6(r))	797,893 - 7,831,274 - 23200 Current tax liabilities	9,057,109 - 7,616,634 - 23500 Deposits and remittances (Notes 6(s) and 7)	350,069 - 349,884 - 24000 Bank notes payable (Note 6(t))	1,400,112,365 68 1,302,388,363 64 25500 Other financial liabilities (Note 6(u))	808 - - - 25600 Provisions (Note 6(v))	10,315 - 28,942 - 26000 Lease liabilities (Note 6(w))	14,121,833 1 14,533,721 1 1,212,593 - 1,149,295 - 29300 Deferred tax liabilities (Note 6(z)) 29500 Other liabilities (Note 6(x))		757,216 - 554,337 - Total liabilities	1,777,199 - 1,951,636 - Equity attributable to owners of parent	15,782,948 1 10,055,167 1 31101 Common stock (Note 6(y))	31500 Capital Surplus (Note 6(y))	Retained earnings:	32001 Legal reserve (Note 6(y))	32003 Special reserve (Note 6(y))	32005 Unappropriated retained earnings (Note 6(y))	32500 Other equity interest (Note 6(y))		Total equity		$ 2,072,486,125 100 2,021,253,072 100 Total liabilities and equity
						Assets		Cash and cash equivalents (Notes 6(a) and 7)	Due from the Central Bank and call loans to banks (Notes 6(b) and 7)	Financial assets at fair value through profit or loss (Note 6(c))	Financial assets at fair value through other comprehensive income (Notes	6(g) and (q))	Investment in debt instruments at amortized cost (Note 6(h))	Securities purchased under resell agreements (Note 6(d))	Receivables (Note 6(e))	Current tax assets	Discounts and loans, net (Notes 6(f) and 7)	Investments accounted for using equity method (Note 6(i))	Other financial assets (Note 6(j))	Property and equipment, net (Note 6(k)) Right-of-use assets, net (Note 6(l))		Intangible assets, net	Deferred tax assets (Note 6(z))	Other assets, net (Note 6(m))										Total assets
								11000	11500	12000	12100		12200	12500	13000	13200	13500	15000	15500	18500 18600		19000	19300	19500
																		-34-

6

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) TAIWAN BUSINESS BANK, LTD. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the three and years ended December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)

41000 Interest income (Notes 6(ad) and 7) 51000 Less: Interest expenses (Notes 6(ad) and 7) Net interest revenue Net revenue other than interest 49100 Net service fee revenue (Notes 6(ae) and 13) 49200 Gain on financial assets or liabilities measured at fair value through profit or loss (Note 6(af)) 49310 Realized gain on financial assets at fair value through other comprehensive income (Note 6(ag)) 49450 Gain arising from derecognition of financial assets measured at amortized cost (Note 6(h)) 49600 Foreign exchange gain 49700 (Impairment loss on assets) reversal of impairment loss on assets (Note 6(ah)) 49750 Share of profit of associates and joint ventures accounted for using equity method (Notes 6(h) and 6(ai)) 49800 Net other revenue other than interest income (Note 6(aj)) 49831 Net securities brokering revenue Net revenue 58200 Bad debts expense, commitment and guarantee liability provision (Note 6(ak)) Operating expenses 58500 Employee benefits expenses (Note 6(al)) 59000 Depreciation and amortization expense (Note 6(am)) 59500 Other general and administrative expense (Note 6(an)) Total operating expense 61001 Income from continuing operation before tax 61003 Less: Income tax expenses (Note 6(z)) Net income 65000 Other comprehensive income: 65200 Components of other comprehensive income that will not be reclassified to profit or loss 65201 Remeasurements of defined benefit plans 65204 Revaluation (losses) gains on investments in equity instruments measured at fair value through other comprehensive income 65220 Less: Income tax related to components of other comprehensive income that will not be reclassified to profit or loss (Note 6(z)) Components of other comprehensive income that will not be reclassified to profit or loss 65300 Components of other comprehensive income that will be reclassified to profit or loss 65301 Exchange difference on translation 65308 Losses from investments in debt instruments measured at fair value through other comprehensive income 65320 Less: Income tax related to components of other comprehensive income that will be reclassified to profit or loss (Note 6(z)) Components of other comprehensive income that will be reclassified to profit or loss 65000 Other comprehensive income Total comprehensive income Earnings per share (in NT dollar) (Note 6(ab)) Basic earnings per share (in NT dollar) Diluted earnings per share (in NT dollar)	For the years ende	d December 31, Percent 2021 Change Amount % % 24,170,747 100 38 (6,364,971) (26) 105 17,805,776 74 14 3,334,199 14 19 667,649 3 131 1,187,914 5 23 103,741 - (98) 309,479 1 198 (33,260) - 135 - - - 168,887 1 (50) 561,639 2 (42) 24,106,024 100 18 (5,187,503) (22) (54) (8,421,635) (35) 5 (1,041,031) (4) 18 (3,653,809) (15) 9 (13,116,475) (54) 8 5,802,046 24 108 701,934 3 173 5,100,112 21 98 24,512 - 2,173 992,095 4 (337) 4,902 - 2,173 1,011,705 4 (288) (413,117) (2) 466 (2,046,533) (8) (205) (97,914) - (378) (2,361,736) (10) 112 (1,350,031) (6) (411) 3,750,081 15 (14) 0.64 0.63
	2022 Amount % $ 33,300,102 117 (13,072,129) (45) 20,227,973 72 3,951,892 14 1,540,238 5 1,462,681 5 1,981 - 923,295 3 11,689 - (1,192) - 83,689 - 326,877 1 28,529,123 100 (2,386,062) (8) (8,875,692) (31) (1,229,876) (4) (3,997,701) (14) (14,103,269) (49) 12,039,792 43 1,917,940 7 10,121,852 36 557,098 2 (2,347,122) (8) 111,419 - (1,901,443) (6) 1,511,789 5 (6,238,235) (22) 272,357 1 (4,998,803) (18) (6,900,246) (24) $ 3,221,606 12 $ 1.26 $ 1.26

See accompanying notes to consolidated financial statements.

-35-

										Total	98,658,749	5,100,112	(1,350,031)	(1,350,031)	3,750,081			-	(748,858)	-	-			101,659,972	10,121,852	(6,900,246)	(6,900,246)	3,221,606			-	(774,320)	-	-			104,107,258
		Other equity interest	Unrealized gains	(losses) on	financial assets	Exchange measured at fair	differences on value through	translation of other	foreign financial comprehensive	statements income	(1,476,771) 5,187,824	- -	(330,494) (1,039,147)		(330,494) (1,039,147)			- -	- -	- -	- (35,192)			(1,807,265) 4,113,485	- -	1,209,432 (8,555,357)		1,209,432 (8,555,357)			- -	- -	- -	- 1,270,030			(597,833) (3,171,842)
										Total	19,245,962	5,100,112	19,610		5,119,722			-	(748,858)	(2,546,118)	35,192			21,105,900	10,121,852	445,679		10,567,531			-	(774,320)	(2,864,982)	(1,270,030)			26,764,099
Attributable to owners of parent		Retained earnings							Unappropriated	Special reserve retained earnings	185,128 4,728,382	- 5,100,112	- 19,610		- 5,119,722			- (1,360,688)	- (748,858)	- (2,546,118)	- 35,192			185,128 5,227,632	- 10,121,852	- 445,679		- 10,567,531			- (1,546,475)	- (774,320)	- (2,864,982)	- (1,270,030)			185,128 9,339,356
										Legal reserve	14,332,452	-	-		-			1,360,688	-	-	-			15,693,140	-	-		-			1,546,475	-	-	-			17,239,615
										Capital surplus	815,900	-	-		-			-	-	-	-			815,900	-	-		-			-	-	-	-			815,900
		Share capital								Common stock	74,885,834	-	-		-			-	-	2,546,118	-			77,431,952	-	-		-			-	-	2,864,982	-			80,296,934
											$																										$
											Balance at January 1, 2021	Net income for the year ended December 31, 2021	Other comprehensive income for the year ended December 31, 2021		Total comprehensive income for the year ended December 31, 2021		Appropriation and distribution of retained earnings:	Legal reserve appropriated	Cash dividends of ordinary share	Stock dividends of ordinary share	Disposal of investment in equity instruments designated at fair value through other	comprehensive income		Balance at December 31, 2021	Net income for the year ended December 31, 2022	Other comprehensive income for the year ended December 31, 2022		Total comprehensive income for the year ended December 31, 2022		Appropriation and distribution of retained earnings:	Legal reserve appropriated	Cash dividends of ordinary share	Stock dividends of ordinary share	Disposal of investments in equity instruments designated at fair value through other	comprehensive income		Balance at December 31, 2022

-36-

8

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) TAIWAN BUSINESS BANK, LTD. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the years ended December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities: Net income before tax Adjustments: Adjustments to reconcile profit (loss): Depreciation expense Amortization expense Provision for bad debt expense Net loss on financial assets or liabilities at fair value through profit or loss Interest expenses Net gain arising from derecognition of financial assets measured at amortised cost Interest income Net change in provisions for guarantee liabilities Net change in other provisions Share of loss of associates and joint ventures accounted for using equity method Loss on disposal of property and equipment Impairment loss on financial assets (reversal of impairment loss) Other items Total adjustments to reconcile profit (loss) Changes in operating assets and liabilities: Changes in operating assets: Decrease (increase) in due from the central bank and call loans to banks Decrease (increase) in financial assets at fair value through profit or loss Decrease (increase) in securities purchased under resell agreements (Increase) decrease in receivables Increase in discounts and loans Decrease (Increase) in other financial assets Increase in other assets Total changes in operating assets Changes in operating liabilities: Increase (decrease) in deposits from the central bank and banks Increase in financial liabilities at fair value through profit or loss Increase in notes and bonds issued under repurchase agreement Decrease in payable Increase in deposits and remittances Decrease in other financial liabilities Decrease in provisions for employee benefits Total changes in operating liabilities Total changes in operating assets and liabilities Total adjustments Cash inflow generated from operations Interest received Interest paid Income taxes paid Net Cash flows from operating activities Cash flows (used in) from investing activities: Acquisition of financial assets at fair value through other comprehensive income Acquisition of financial assets at amortised cost Proceeds from repayments of financial assets at amortised cost Acquisition of investments accounted for using equity method Acquisition of property and equipment Proceeds from disposal of property and equipment Increase in refundable deposits Decrease in refundable deposits Acquisition of intangible assets Net cash flows from (used in) investing activities Cash flows (used in) from financing activities: (Decrease) increase in due to the central bank and banks Proceeds from issuing bank notes payable Repayments of bank notes payable Increase in guarantee deposits received Decrease in guarantee deposits received Payment of lease liabilities Decrease in other liabilities Cash dividends paid Net cash flows (used in) from financing activities Effect of exchange rate changes on cash and cash equivalents Net increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period

For the years ended December 31, 2022 2021 $ 12,039,792 5,802,046 980,783 869,996 249,093 171,035 2,378,872 5,127,339 86,901 306,370 13,072,129 6,364,971 (1,981) (103,741) (33,300,102) (24,170,747) (21,496) 39,802 29,220 92,077 1,192 - 925 1,193 (11,689) 33,260 (3,817) (1,369) (16,539,970) (11,269,814) 9,550,611 (43,911,562) 7,234,305 (25,674,071) 7,033,381 (1,699,112) (75,360) 36,085,939 (100,231,972) (99,035,256) 25,244 (5,770) (1,988,898) (3,586,664) (78,452,689) (137,826,496) 92,425,862 (15,660,724) 925,569 91,891 402,298 4,702 (3,682,123) (25,389,001) 4,923,441 250,084,822 (1,454,713) (1,127,072) (196,272) (80,182) 93,344,062 207,924,436 14,891,373 70,097,940 (1,648,597) 58,828,126 10,391,195 64,630,172 31,992,358 23,921,904 (11,090,974) (6,248,636) (648,645) (449,051) 30,643,934 81,854,389 (11,055,764) (41,252,988) (188,506,846) (130,873,423) 230,783,092 79,933,076 (2,000) - (318,336) (534,917) 73 132 - 1,359,450 (2,227,141) - (288,288) (309,411) 28,384,790 (91,678,081) (49,130,565) 21,221,490 - 8,000,000 - (9,000,000) 2,104,548 - - (332,463) (420,428) (418,641) (1,081,839) (1,505,823) (774,320) (748,858) (49,302,604) 17,215,705 90,110 1,234,582 9,816,230 8,626,595 39,444,032 30,817,437 $ 49,260,262 39,444,032

2022 $ 12,039,792 980,783 249,093 2,378,872 86,901 13,072,129 (1,981) (33,300,102) (21,496) 29,220 1,192 925 (11,689) (3,817) (16,539,970) 9,550,611 7,234,305 7,033,381 (75,360) (100,231,972) 25,244 (1,988,898) (78,452,689) 92,425,862 925,569 402,298 (3,682,123) 4,923,441 (1,454,713) (196,272) 93,344,062 14,891,373 (1,648,597) 10,391,195 31,992,358 (11,090,974) (648,645) 30,643,934 (11,055,764) (188,506,846) 230,783,092 (2,000) (318,336) 73 - (2,227,141) (288,288) 28,384,790 (49,130,565) - - 2,104,548 - (420,428) (1,081,839) (774,320) (49,302,604) 90,110 9,816,230 39,444,032 $ 49,260,262

See accompanying notes to consolidated financial statements.

-37-

==> picture [469 x 647] intentionally omitted <==

-38-

==> picture [464 x 677] intentionally omitted <==

-39-

==> picture [469 x 656] intentionally omitted <==

-40-

==> picture [468 x 723] intentionally omitted <==

-41-

==> picture [44 x 94] intentionally omitted <==

-42-

==> picture [267 x 52] intentionally omitted <==

-43-

==> picture [44 x 100] intentionally omitted <==

-44-

==> picture [148 x 52] intentionally omitted <==

==> picture [50 x 42] intentionally omitted <==

==> picture [85 x 84] intentionally omitted <==

==> picture [120 x 54] intentionally omitted <==

-45-

Proposal II (Proposed by the Board of Directors) Explanation: Adoption of the earnings distribution from final accounts of the Bank for 2022.

Description:

1. After an audit, the Bank's 2022 earnings available for

2. distribution amounted to NT$2,780,430,520.11, as described below:

3. (1) The opening undistributed earnings for 2022 amounted NT$41,855,566.96.

4. (2) Items added:

   • A. After reviewed and approved by Accountant Feng-Hui Lee and Tan-Tan Chung from KPMG, the after-tax net income for 2022 was NT$10,121,851,549.28.

   • B. Reversal of the "Recognized Actuarial Gains and Losses for Defined Benefit Plans" amounted to NT$445,678,400.

5. (3) Items deducted:

   • A. "Gains (losses) from Investments in Equity Instruments Measured at Fair Value through other Comprehensive Income" amounted to NT$1,270,030,170.

   • B. Legal reserve appropriated: NT$2,789,249,933.78.

   • C. Special reserve appropriated: NT$3,769,674,892.35.

6. (4) Distribution of shareholders' bonus - cash dividends (NT$0.10 per share): NT$802,969,352; 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.

7. (5) Distribution of shareholders' bonus - stock dividends (NT$0.24 per share): NT$1,927,126,450.

8. (6) Closing undistributed earnings: NT$50,334,718.11.

9. Please refer to Page 47 of this Handbook for the "Disposition of Earnings for 2022."

Resolution:

-46-

Taiwan Business Bank Co., Ltd.

Disposition of Earnings Year 2022

	Unit: NT$
Item	Amount
Opening undistributed earnings	41,855,566.96
Add: After-tax net income for 2022	10,121,851,549.28
Add: Reversal of Recognized actuarial gains and losses for defined benefit plans	445,678,400.00
Less: Gains (losses) from Investments in equity instruments measured at fair value through other comprehensive income	(1,270,030,170.00)
Less: Legal reserve appropriated	(2,789,249,933.78)
Less: Special reserve appropriated	(3,769,674,892.35)
Earnings available for distribution	2,780,430,520.11
Items of distribution:
Shareholders' bonus - cash dividends (NT$0.10 per share)	802,969,352.00
Shareholders' bonus - stock dividends (NT$0.24 per share)	1,927,126,450.00
Closing undistributed earnings	50,334,718.11

Note:

1. The calculation of shareholders' bonus per share was based on 8,029,693,521 shares.

2. The distribution shall initially be appropriated from the undistributed earnings in the latest year.

Chairman:

==> picture [58 x 57] intentionally omitted <==

President:

==> picture [56 x 56] intentionally omitted <==

SVP & GM of the Accounting Dept:

==> picture [40 x 40] intentionally omitted <==

-47-

IV. Matters for Discussion

Proposal I (Proposed by the Board of Directors) Explanation: Resolution to carry out a capital increase via transferred earnings in accordance with the earnings distribution of stock dividends for 2022, hereby submitted for approval.

Description:

1. In response to the requirements on the inclusion of common equity capital under the new Basel III to improve its capital structure and increase the profitability, the Bank intends to carry out a capital increase via transferred earnings for the issuance of 192,712,645 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:

3. (1) A capital increase of NT$1,927,126,450 is proposed, with the par value of NT$10 per share, for the issuance of 192,712,645 new registered common shares.

4. (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 issuance of new shares, and based on the shareholding ratio stated in the Shareholders' registrar on the date of ex-rights, issue 24 bonus shares for every thousand shares. Regarding the issuance of fraction shares less than one share, shareholders 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 aggregation (round up to NT$1). The Chairman is authorized to subscribe the overdue unaggregated number of

-48-

fraction shares at the par value from specific persons.

• (3) Subsequently, if the repurchase of the Bank's shares, the transfer, conversion, and cancellation of treasury shares, or other situations affect the number of total issued shares, resulting in changes in the share issuance rate of shareholders, the Bank hereby proposes 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.

• Impact of the issuance of bonus shares 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", the Bank has not made public the financial forecast of 2023; therefore, can not disclose the forecast information on the Bank's operating income, profit or loss and earnings per share as a result of the issuance of bonus shares.

• After this capital increase, the total paid-in capital will be NT$82,224,061,660, falling within the total capital of NT$100 billion of the Bank.

• The Bank proposes to authorize the Board to exercise its full powers in respect of the matters not covered in this proposal.

Resolution:

-49-

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

Description:

1. In response to the competent authority's policy that promotes virtual shareholders' meetings for providing shareholders with convenient channels to attend the meeting, the provision of "the shareholders' meeting can be held by means of visual communication network or other methods promulgated by the central competent authority. The Bank shall be subject to prescriptions provided for by the competent authority in charge of securities affairs, including the prerequisites, procedures, and other compliance matters" has been added in Article 13, paragraph 2 of the Bank’ Articles of Association in accordance with Article 172-2 of the Company Act.

2. For the "Comparison Table of the Drafted Amendments to Articles of Association" of the Bank, please refer to Page 51 of this Handbook.

Resolution:

-50-

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

	Taiwan Business Bank	Co., Ltd.
	Amended Provisions	Current Provisions	Explanation
	Article 13: A notice to convene an annual meeting of shareholders shall be given to each Shareholder no later than 30 days prior to the scheduled meeting date and notice to convene an extraordinary meeting of shareholders, a meeting notice shall be given to each shareholder no later than 15 days prior to the scheduled meeting date to notify shareholders regarding the date, venue, and reason for the meeting. The Bank may notify shareholders holding less than 1,000 shares for the convening notice of the shareholders' meeting by way of an announcement. The shareholders'meeting can be held by means of visual communication network or other methods promulgated by the central competent authority. The Bank shall be subject to prescriptions provided for by the competent authority in charge of securities affairs, including the prerequisites, procedures, and other compliance matters.	Article 13: A notice to convene an annual meeting of shareholders shall be given to each Shareholder no later than 30 days prior to the scheduled meeting date and notice to convene an extraordinary meeting of shareholders, a meeting notice shall be given to each shareholder no later than 15 days prior to the scheduled meeting date to notify shareholders regarding the date, venue, and reason for the meeting. The Bank may notify shareholders holding less than 1,000 shares for the convening notice of the shareholders' meeting by way of an announcement.	In response to the advancement of digital technologies and the competent authority's policy for promoting visual shareholders' meetings and providing shareholders with convenient channels to attend shareholders' meetings, the Bank plans to add Paragraph 2 of this Articles in accordance with Article 172-2 of the Company Act.

-51-

Proposal III (Proposed by the Board of Directors) Explanation: Amendments to the Rules of Procedures for Shareholders' Meeting of the Bank, hereby proposed for approval.

Description:

1. Amendments have been made to comply with the Financial Supervisory Commission's "Regulations Governing the Administration of Shareholder Services of Public Companies" and the "Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders' meetings" announced by the Taiwan Stock Exchange .

2. The drafted amendments to these Rules are summarized as below:

3. (1)In accordance with the additional method of convening a virtual shareholders' meeting online, relevant rules have been added or revised accordingly. (Article 2 to Article 4, Article 4-1, Article 5, Article 7, Article 9, Article 10, Article 12 to Article 14, Article 17 to Article 19)

4. (2)The procedures for changing the convening method of a shareholders' meeting and the time for sending out meeting notices, as well as provisions for announcing or distributing relevant meeting information have been added. (Article 2)

5. (3)The provisions specifying that votes shall be cast on each separate proposal in the agenda and sufficient time shall be scheduled when calling for a vote have been added. (Article 6)

6. (4)The provisions specifying that the meeting minutes may be produced and distributed in electronic form, the number of voting rights won by each candidate shall be disclosed in the event of an election of directors, and the voting results shall be announced on-site immediately, including the names of directors not elected and number of votes they

-52-

received, have been added. (Article 14, Article 15).

1. For the "Comparison Table of the Drafted Amendments to Rules of Procedures for Shareholders' Meeting" of the Bank, please refer to Page 54 ~ 75 of this Handbook.

Resolution:

-53-

Comparison Table of the Drafted Amendments to Rules of Procedures for Shareholders' Meeting of Taiwan Business Bank Co., Ltd.

	Amended Provisions		Current Provisions	Explanation
	Article 1 (Purpose and applying principle) Same as the current article		Article 1 (Purpose and applying principle) To establish a strong governance system and sound supervisory capabilities for the Bank's shareholders' meetings, and to strengthen management capabilities, these Rules are adopted for compliance. The rules of procedures for the Bank's shareholders meetings, except as otherwise provided by law, regulation, or the articles of association, shall be as provided in these Rules.
	Article 2 (Convening shareholders' meetings and meeting notices) Unless otherwise provided by law or regulation, the Bank's shareholders' meetings shall be convened by the board of directors. A virtual shareholders'meeting shall be convened upon the resolution of the board of directors with the attendance of two-thirds or more of the directors and approval of the majority of the attending directors. Changes to how the Bank convenes its shareholders'meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders' meeting notice. In the event of natural disasters, accidents or other force majeure events announced by the Ministry of Economic Affairs, the Bank shall handle the following matters upon the resolution of the board of directors to convene a virtual shareholders'meeting: 1. If the Bank has changed the convening method and has already mailed the notice for convening a shareholders' meeting or transmitted the notice		Article 2 (Convening shareholders' meetings and meeting notices) Unless otherwise provided by law or regulation, the Bank's shareholders' meetings shall be convened by the board of directors. A notice shall be provided to all shareholders forthe convening of the annual shareholders'meeting 30 days prior to the meeting. The Bank may notify shareholders holding less than 1,000 inscribed stock by way of entering the information into the Market Observation Post System (MOPS) as announcement30 days priorto the meeting. A notice shall be provided to all shareholders for the convening of a special shareholders'meeting15 days prior to the meeting. The Bank may notifyshareholders holding less than 1,000 inscribed stock by way of entering the information into the MOPS as announcement 15 days prior to the meeting.	1. With reference to Article 3 of the "Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders' meetings" published by the Taiwan Stock Exchange (hereinafter referred to as the "Sample Template"), procedures for changing the method of convening a shareholders' meeting and the time for sending out meeting notices, as well as provisions for announcing or distributing relevant meeting information have been added. 2. In accordance with Article 44-9 of the "Regulations Governing the Administration of Shareholder Services of Public Companies"revised

-54-

	via electronic documents, it may announce the change of the convening method of a shareholders'meeting on the information reporting website designated by the competent authority. 2. If the Bank convenes a virtual shareholders'meeting and provides a shareholder who has difficulty taking part in a virtual shareholders'meeting with alternative measures to exercise voting rights by correspondence, the shareholder intending to exercise voting rights by correspondence shall apply to the Bank in advance, and the provisions in Article 5, paragraph 2 of the"Regulations Governing Content and Compliance Requirements for Shareholders' Meeting Agenda Handbooks of Public Companies"regarding materials that shall also be sent to the shareholders do not apply. 3. Other necessary emergency measures as provided by the competent authority. The Bank shall notify each shareholder before 30 days before the date of a regular shareholders' meeting or before 15 days before the date of a special shareholders' meeting.The Bank may notify shareholders holding less than 1,000 inscribed stock by way of entering the information into the Market Observation Post System (MOPS) as announcement. The Bank shall prepare electronic versions of the shareholders' meeting agenda and supplemental meeting materials, meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the MOPS. The Bank shall make the meeting		on March 6, 2023, provisions related to virtual shareholders' meetings have been added. 3. Other wordings have been revised accordingly.

-55-

agenda and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the shareholders' meeting:

1. For physical shareholders' - meetings, to be distributed on site at the meeting.

2. For hybrid shareholders' - meetings, to be distributed on site at the meeting and shared on the virtual meeting platform. 3. For virtual-only shareholders' meetings, electronic files shall be shared on the virtual meeting platform. The reasons for convening a The reasons for convening a shareholders' meeting shall be shareholders' meeting shall be specified in the meeting notice and specified in the meeting notice public announcement. With the and public announcement. With consent of the addressee, the the consent of the addressee, the meeting notice may be given in meeting notice may be given in electronic form. electronic form. Article 3 (Preparation of Article 3 (Preparation of 1. With reference to documents such as the attendance documents such as the attendance Article 6 of the book) book) Sample Template, The Bank shall specify in its The Bank shall specify in its the registration shareholders' meeting notices the shareholders' meeting notices the parties of the time during which attendance time during which attendance shareholders' registrations for shareholders, registrations for shareholders will meeting notice, the solicitors and proxies (collectively be accepted, the place to register registration "shareholders") will be accepted, for attendance, and other matters procedure for the place to register for attendance, for attention. shareholders and other matters for attention. The time during which attending virtual The time during which shareholder shareholder attendance meetings, and the attendance registrations will be registrations will be accepted, as rules for uploading accepted, as stated in the preceding stated in the preceding paragraph, meeting materials paragraph, shall be at least 30 shall be at least 30 minutes prior have been added, minutes prior to the time the to the time the meeting and the order of meeting commences. The place at commences. The place at which paragraphs has been which attendance registrations are attendance registrations are adjusted accepted shall be clearly marked accepted shall be clearly marked accordingly. and a sufficient number of suitable and a sufficient number of 2. With reference to personnel assigned to handle the suitable personnel assigned to Article 6 of the registrations. For virtual handle the registrations. Sample Template shareholders' meetings, and pursuant to shareholders may begin to register Article 44-13, on the virtual meeting platform 30 paragraph 1 of the minutes before the meeting starts. "Regulations Shareholders completing Governing the registration will be deemed as Administration of

-56-

	attend the shareholders'meeting in person. Shareholders shall attend shareholders'meetings based on attendance cards, sign-in cards, or other certificates of attendance. Solicitors soliciting proxy forms shall also bring identification documents for verification. The Bank shall furnish the attending shareholders with an attendance book to sign, or attending shareholders or proxies may hand in a sign-in card in lieu of signing in. The Bank shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and supplemental meeting materials. Where there is an election case, pre-printed ballots shall also be furnished. When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders' meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting. In the event of a virtual shareholders'meeting, shareholders wishing to attend the meeting online shall register with the Bank two days before the meeting date. In the event of a virtual shareholders'meeting, the Bank shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.		The Bank shall furnish the attending shareholdersor proxies with an attendance book to sign, or attending shareholders or proxies may hand in a sign-in card in lieu of signing in. The Bank shall furnish attending shareholdersor proxies with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and supplemental meeting materials. Where there is an election case, pre-printed ballots shall also be furnished. Shareholders or proxies shall attend shareholders'meetings based on attendance cards, sign-in cards, or other certificates of attendance. Solicitors soliciting proxy forms shall also bring identification documents for verification. When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders' meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.	Shareholder Services of Public Companies," registration rules for shareholders wishing to attend the shareholders' meeting online have been added.
	Article 4 (Principles for the convening venue and time) The venue for a shareholders' meeting shall be the premises of the Bank, or a place easily accessible to shareholders and suitable for a shareholders'		Article 4 (Principles for the convening venue and time) The venue for a shareholders' meeting shall be the premises of the Bank, or a place easily accessible to shareholders and suitable for a shareholders'	1. With reference to Article 5 of the Sample Template, it is stipulated that full consideration shall be given to the opinions of the

-57-

	meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting. The restrictions on the place of the meeting shall not apply when the Bank convenes a virtual shareholders'meeting. However, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.	meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.	independent directors with respect to the place and time of the meeting. 2. With reference to Article 20 of the Sample Template and pursuant to Article 44-17, paragraph 3 of the "Regulations Governing the Administration of Shareholder Services of Public Companies," it is stipulated that both the chair and secretary of a virtual shareholders' meeting shall be in the same location.
	Article 4-1 To convene a virtual shareholders' meeting, the Bank shall include the follow particulars in the shareholders'meeting notice: 1. How shareholders attend the virtual meeting and exercise their rights. 2. Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars: (1) To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume. (2) Shareholders not having registered to attend the affected virtual shareholders' meeting shall not attend the postponed or resumed session. (3) In case of a hybrid		With reference to Article 6-1 of the Sample Template and pursuant to Article 44-21 of the "Regulations Governing the Administration of Shareholder Services of Public Companies," the particulars that shall be included in the virtual shareholders' meeting notice have been added.

-58-

	shareholders'meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders'meeting online, meets the minimum legal requirement for a shareholder meeting, then the shareholders'meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders'meeting. (4) Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out. 3. To convene a virtual shareholders'meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders'meeting online shall be specified.
	Article 5 (Calculation for the number of shares in attendance and the meeting) Attendance at shareholders' meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in,and the shares checked in on the virtual meeting platform,plus the number of shares whose voting rights are exercised by correspondence or electronically.	Article 5 (Calculation for the number of shares in attendance and the meeting) Attendance at shareholders' meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, plus the number of shares whose voting rights are exercised by correspondence or electronically. The chair shall call the meeting to	With reference to Article 9 of the Sample Template, provisions regarding the calculation for the number of shares in attendance at virtual shareholders' meetings and meeting rules have been added, and the wordings have been revised accordingly.

-59-

	The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting.Ifthe attending shareholders do not represent a majority of the total number of issued shares,the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made.If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. In the event of a virtual shareholders'meeting, the Bank shall also declare the meeting adjourned at the virtual meeting platform. If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted upon receiving consent from the majority attending shareholders' voting rights pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders'meeting shall be convened within one month. In the event of a virtual shareholders'meeting, shareholders intending to attend the meeting online shall re-register to the Bank in accordance with Article 3. When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders'meeting pursuant to		order at the appointed meeting timeand when the attending shareholders represent a majority of the total number of issued shares.Ifthe attending shareholders are less than the quorum,the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made.If the quorum is not met after two postponements, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted upon receiving consent from the majority attending shareholders'voting rights pursuant to Article 175, paragraph 1 of the Company Act. When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the meeting pursuant to Article

-60-

	Article 174 of the Company Act.	174 of the Company Act.
	Article 6 (Discussion of proposals) If a shareholders' meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors.Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders' meeting. The provisions of the preceding paragraph apply mutatis mutandis to a shareholders' meeting convened by a party with the power to convene that is not the board of directors. The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders' meeting. If the chair declares the meeting adjourned in violation of theRules, a new chair shall be elected in accordance with statutory procedures,by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting. The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call for a vote, and schedule sufficient time for voting.	Article 6 (Discussion of proposals) If a shareholders' meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders' meeting. The provisions of the preceding paragraph apply mutatis mutandis to a shareholders' meeting convened by a party with the power to convene that is not the board of directors. The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders' meeting. If the chair declares the meeting adjourned in violation of the Rules, a new chairmaybe elected by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting. The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call for a vote.	With reference to Article 10 of the Sample Template, provisions stipulating that votes shall be cast on each separate proposal in the agenda and sufficient time shall be scheduled when calling for a vote have been added.
	Article 7 (Documentation of a shareholders'meeting by audio or	Article 7 (Documentation of a shareholders'meeting by audio or	With reference to Article 8 of the

-61-

	video) The Bank, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders' meeting, and the voting and vote counting procedures. The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation. Where a shareholders'meeting is held online, the Bank shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by the Bank, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end. The information and audio and video recording in the preceding paragraph shall be properly kept by the Bank during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.	video) The Bank, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders' meeting, and the voting and vote counting procedures. The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.	Sample Template and pursuant to Article 44-23, paragraph 1 and 2 of the "Regulations Governing the Administration of Shareholder Services of Public Companies," the methods for making an audio and video recording of the proceedings of the meeting when a shareholders' meeting is held online have been stipulated.
	Article 8 (The chair and non-voting participants of a shareholders' meeting) Same as the current article	Article 8 (The chair and non- voting participants of a shareholders' meeting) If a shareholders' meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the chairperson shall appoint one of the managing directors to act as chair. Where the chairperson does not make such a designation, the

-62-

	managing directors shall select from among themselves one person to serve as chair. When a managing director serves as chair, as referred to in the preceding paragraph, the managing director shall be one who has held that position for six months or more and who understands the financial and business conditions of the Bank. It is advisable that shareholders' meetings convened by the board of directors be attended by a majority of the directors, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes. If a shareholders' meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves. The Bank may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders' meeting in a non- voting capacity.
Article 9 (Shareholder speech) Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair. A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.	Article 9 (Shareholder speech) Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair. A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.	With reference to the order of paragraphs in Article 11 of the Sample Template, the original paragraph 3 and paragraph 4 were switched, and provisions regarding shareholders raising questions during virtual shareholders' meetings have been added.

-63-

	Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech. When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation. When a juristic person shareholder appoints two or more representatives to attend a shareholders' meeting, only one of the representatives so appointed may speak on the same proposal. After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond. Where a virtual shareholders' meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs 1 to 6 do not apply.		When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation. Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech. When a juristic person shareholder appoints two or more representatives to attend a shareholders' meeting, only one of the representatives so appointed may speak on the same proposal. After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
	Article 10 (Voting, vote monitoring, and recusal system for related parties) Voting at a shareholders'meeting		Article 10 (Voting, vote monitoring, and recusal system for related parties) Except as otherwise provided in	1. With reference to Article 12 of the Sample Template, paragraph 1 has

-64-

	shall be calculated based the number of shares. With respect to resolutions of shareholders'meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares. When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Bank, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder. The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders. Unless otherwise provided by law or regulation, if a shareholder has engaged a proxy to attend the shareholders'meeting, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation. A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act. When the Bank holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall		the Company Act and in the Bank’s articles of association, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS. A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act. With respect to resolutions of shareholders'meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares. Unless otherwise provided by law or regulation, if a shareholder has engaged a proxy to attend the shareholders'meeting, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation. When the Bank holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by	been added to specify the calculation basis for voting at a shareholders' meeting. 2. With reference to the order of paragraphs in Article 12 and Article 13 of the Sample Template, adjustments have been to move the original paragraph 1 to paragraph 10, original paragraph 2 to paragraph 6, original paragraph 7 to paragraph 9, original paragraph 8 to paragraph 11, original paragraph 9 to paragraph 3, and original paragraph 10 to paragraph 4. 3. With reference to Article 13 of the Sample Template and pursuant to Article 44-13, Article 44-14, Article 44-16 (paragraph 2), Article 44-17 (paragraph 2, subparagraph 1 and 2) of the "Regulations Governing the Administration of Shareholder Services of Public Companies," paragraph 13 to 16 of this Article have been added to stipulate provisions regarding voting at a virtual shareholders' meeting. 4. Other wordings

-65-

	be specified in the shareholders' meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting. A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Bank before two days before the date of the shareholders'meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent. After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders'meeting in person, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Bank, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders'meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders'meeting, the voting rights exercised by the proxy in the meeting shall prevail. Except as otherwise provided in the Company Act and in the Bank's articles of association, the passage of a proposal shall require an		correspondence. The method of exercise shall be specified in the shareholders'meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting. A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Bank before two days before the date of the shareholders'meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent. After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders'meeting in person, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Bank, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders'meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders'meeting, the voting rights exercised by the proxy in the meeting shall prevail. When there is an amendment or	have been revised accordingly.

-66-

affirmative vote of a majority of an alternative to a proposal, the the voting rights represented by the chair shall present the amended or attending shareholders. At the time alternative proposal together with of a vote, for each proposal, the the original proposal and decide chair or a person designated by the the order in which they will be put chair shall first announce the total to a vote. When any one among number of voting rights them is passed, the other represented by the attending proposals will then be deemed shareholders, followed by a poll of rejected, and no further voting the shareholders. After the shall be required. conclusion of the meeting, on the When a shareholder is an same day it is held, the results for interested party in relation to an each proposal, based on the agenda item, and there is the numbers of votes for and against likelihood that such a relationship and the number of abstentions, would prejudice the interests of shall be entered into the MOPS. the Bank, that shareholder may When there is an amendment or an not vote on that item, and may not alternative to a proposal, the chair exercise voting rights as proxy for shall present the amended or any other shareholder. alternative proposal together with The number of shares for which the original proposal and decide voting rights may not be exercised the order in which they will be put under the preceding paragraph to a vote. When any one among shall not be calculated as part of them is passed, the other proposals the voting rights represented by will then be deemed rejected, and attending shareholders. no further voting shall be required. Vote monitoring and counting Vote monitoring and counting personnel for the voting on a personnel for the voting on a proposal shall be appointed by the proposal shall be appointed by the chair, provided that all monitoring chair, provided that all monitoring personnel shall be shareholders of personnel shall be shareholders of the Bank. Vote counting for the Bank. Vote counting for meeting proposals or elections meeting proposals or elections shall be conducted in public at the shall be conducted in public at the place of the shareholders' place of the shareholders' meeting. meeting. Immediately after vote Immediately after vote counting counting has been completed, the has been completed, the results of results of the voting, including the the voting, including the statistical statistical tallies of the numbers of tallies of the numbers of votes, votes, shall be announced on-site shall be announced on-site at the at the meeting, and a record made meeting, and a record made of the of the vote. vote. When the Bank convenes a virtual shareholders' meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting.

-67-

	In the event of a virtual shareholders'meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately. When the Bank convenes a hybrid shareholders'meeting, if shareholders who have registered to attend the meeting online in accordance with Article 3 decide to attend the physical shareholders' meeting in person, they shall revoke their registration two days before the shareholders'meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders' meeting online. When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders' meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.
	Article 11 (Maintaining order at the meeting place) Same as the current article	Article 11 (Maintaining order at the meeting place) Staff handling administrative affairs of a shareholders' meeting shall wear identification cards or arm bands. The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor." At the place of a shareholders' meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Bank, the chair may

-68-

		prevent the shareholder from so doing. When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.
	Article 12 (Delegation and authorization principles for shareholders) For each shareholders' meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Bank and stating the scope of the proxy's authorization. A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders' meeting, and shall deliver the proxy form to the Bank before five days before the date of the shareholders' meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment. After a proxy form has been delivered to the Bank, if the shareholder intends to attend the meeting in personor online,or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Bank before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.	Article 12 (Delegation and authorization principles for shareholders) For each shareholders' meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Bank and stating the scope of the proxy's authorization. A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders' meeting, and shall deliver the proxy form to the Bank before five days before the date of the shareholders' meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment. After a proxy form has been delivered to the Bank, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Bank before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.	With reference to Article 4 of the Sample Template and pursuant to Article 44-12, paragraph 2 of the "Regulations Governing the Administration of Shareholder Services of Public Companies", paragraph 3 of this Article was revised to add the procedures for attending the meeting online.
	Article 13 (Public disclosure) On the day of a shareholders' meeting, the Bank shall compile in the prescribed format astatistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the	Article 13 (Public disclosure) On the day of a shareholders' meeting, the Bank shall compile a statistical statement of the number of shares obtained by solicitors through solicitation,andthe number of shares represented by proxies, and shall make an	With reference to Article 16 of the Sample Template, the relevant procedures for convening a virtual shareholders' meeting via video conferencing have

-69-

	number of shares represented by shareholders attending the meeting by correspondence or electronic means,and shall make an express disclosure of the same at the place of the shareholders' meeting.In the event of a virtual shareholders' meeting, the Bank shall upload the above meeting materials to the virtual meeting platform 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting. During the Bank's virtual shareholders'meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting. If matters put to a resolution at a shareholders' meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation regulations, the Bank shall upload the content of such resolution to the MOPS within the prescribed time period.	express disclosure of the same at the place of the shareholders' meeting. If matters put to a resolution at a shareholders' meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation regulations, the Bank shall upload the content of such resolution to the MOPS within the prescribed time period.	been added in this Article, and external agencies for material information disclosure have also been specified.
	Article 14 (Meeting minutes and signed matters) Matters relating to the resolutions of a shareholders' meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form. The Bank may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS. The meeting minutes shall accurately record the year, month,	Article 14 (Meeting minutes and signed matters) Matters relating to the resolutions of a shareholders' meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The Bank may distribute the meeting minutes of the preceding paragraphin electronic formor by means of a public announcement. The meeting minutes shall accurately record the year, month,	1. With reference to Article 15 of the Sample Template and pursuant to Article 44-22 of the "Regulations Governing the Administration of Shareholder Services of Public Companies," the particulars to be included in the meeting minutes of a virtual shareholders' meeting have been added. 2. In accordance with the addition of rules stating that votes

-70-

	day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and theirvotingresults (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors. The minutes shall be retained for the duration of the existence of the Bank. Where a virtual shareholders' meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders'meeting, how the meeting is convened, the chair's and secretary's name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes. When convening a virtual shareholders'meeting, other than compliance with the requirements in the preceding paragraph, the Bank shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual shareholders'meeting online.		day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results. The minutes shall be retained for the duration of the existence of the Bank. Regarding the resolution method in the previous paragraph, if the chair puts the matter before all shareholders and no shareholder voices an objection,"the proposal is passed after the chair put the matter before all attending shareholders and none voiced an objection"shall be recorded. However, where there is an objection from any shareholder, it shall set out the method of voting by poll and the ratio of the number of passing votes to the total voting rights.	shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda) in Article 6 of the Sample Template, the provision of resolutions in the original paragraph 3 has been deleted accordingly. 3. Other wordings have been revised accordingly.
	Article 15 (Election) The election of directors at a shareholders' meeting shall be held in accordance with the Rules for Election of the Directors of the Bank, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected, and the names of directors not elected and number of votes they received. The ballots for the election referred		Article 15 (Election) The election of directors at a shareholders' meeting shall be held in accordance with the Rules for Election of the Directors of the Bank, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected. The ballots for the election referred to in the preceding paragraph shall be sealed with the	1. With reference to Article 14 of the Sample Template, the requirement to disclose the names of directors not elected and number of votes they received has been added. 2. Other wordings have been revised accordingly.

-71-

	to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and keptin proper custodyfor at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.	signatures of the monitoring personnel and kept for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
	Article 16 (Recess and resumption of a shareholders' meeting) Same as the current article	Article 16 (Recess and resumption of a shareholders' meeting) When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed. If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders' meeting may adopt a resolution to resume the meeting at another venue. A resolution may be adopted at a shareholders' meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.
	Article 17 (Disclosure of information at virtual meetings) In the event of a virtual shareholders'meeting, the Bank shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.		With reference to Article 19 of the Sample Template, the provisions regarding the disclosure of information at virtual shareholders' meetings have been added.
	Article 18 (Handling of disconnection) In the event of a virtual shareholders'meeting, the Bank may offer a simple connection test to shareholders prior to the		With reference to Article 21 of the Sample Template and pursuant to Article 44-20 of the "Regulations

-72-

	meeting, and provide relevant real- time services before and during the meeting to help resolve communication technical issues. In the event of a virtual shareholders'meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply. For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders'meeting online shall not attend the postponed or resumed session. For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders'meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders'meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or		Governing the Administration of Shareholder Services of Public Companies," the provisions for handling disconnection in the event of a virtual shareholders' meeting have been added.

-73-

resumed session. During a postponed or resumed session of a shareholders' meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors and supervisors. When the Bank convenes a hybrid shareholders' meeting, and the virtual meeting cannot continue as described in second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders' meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders' meeting shall continue, and not postponement or resumption thereof under the second paragraph is required. Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders' meeting. When postponing or resuming a meeting according to the second paragraph, the Bank shall handle the preparatory work based on the date of the original shareholders' meeting in accordance with the requirements listed under Article 44-20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies. For dates or period set forth under Article 12, second half, and Article

-74-

	13, paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Banks hall handle the matter based on the date of the shareholders'meeting that is postponed or resumed under the second paragraph.
	Article 19 (Handling of digital divide) When convening a virtual-only shareholders'meeting, the Bank shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders' meeting online. Unless natural disasters, accidents, or other force majeure events announced by the Ministry of Economic Affairs occur, the Bank shall at least provide connection equipment and necessary assistance to shareholders, and specify the period during which shareholders may apply to the Bank and other relevant matters to be noted.		With reference to Article 22 of the Sample Template and Article 44-21 of the "Regulations Governing the Administration of Shareholder Services of Public Companies" revised on March 6, 2023, the provisions specifying that appropriate alternative measures shall be made available to shareholders unable to attend a virtual shareholders' meeting online have been added.
	Article20(Taking effect) These Rules shall take effect after having been submitted to and approved by a shareholders' meeting. Subsequent amendments thereto shall be effected in the same manner.	Article17 (Taking effect) These Rules shall take effect after having been submitted to and approved by a shareholders'’ meeting. Subsequent amendments thereto shall be effected in the same manner.	Adjustment of the order of the Article.

-75-

Proposal IV (Proposed by the Board of Directors)

Explanation: Proposal for releasing non-competition restriction on the Directors of the Board, hereby submitted for approval.

Description:

1. Pursuant to Article 209, paragraph 1 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 restriction on the Directors of the Board."

2. 2.In consideration of the Directors (including juristic persons and the representatives assigned by juristic persons) of the Banks' 16th Board of Directors may act for themselves or for others in acts within the scope of the Bank's business, which have not yet obtained the approval from the shareholders' meeting (please refer to Page 77 of this Handbook), the Bank intends to seek the approval of the shareholders' meeting to release non-competition restriction on said Directors of the Board.

Resolution:

-76-

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

Title	Name	Competitor	Position
Juristic person shareholder	Bank of Taiwan Co., Ltd.	Financial eSolution Co., LTD.	Director

-77-

V. Extempore Motion

-78-

VI. Appendices

1. Rules of Procedures for Shareholders' Meetings of Taiwan Business Bank Co., Ltd.

The annual shareholders' meeting passed the Rules of Procedures on November 16, 1996. The 1st amendment was made by the annual shareholders' meeting on December 19, 1998. The 2nd amendment was made by the annual shareholders' meeting on May 18, 2001. The 3rd amendment was made by the annual shareholders' meeting on May 24, 2002. The 4th amendment was made by the annual shareholders' meeting on June 23, 2010. The 5th amendment was made by the annual shareholders' meeting on May 25, 2012. The 6th amendment was made by the annual shareholders' meeting on June 21,2013. The 7th amendment was made by the annual shareholders' meeting on May 29,2020.

Article 1 (Purpose and applying principle)

To establish a strong governance system and sound supervisory capabilities for the Bank's shareholders' meetings, and to strengthen management capabilities, these Rules are adopted for compliance.

The rules of procedures for the Bank's shareholders meetings, except as otherwise provided by law, regulation, or the articles of association, shall be as provided in these Rules.

Article 2 (Convening shareholders' meetings and meeting notices)

Unless otherwise provided by law or regulation, the Bank's shareholders' meetings shall be convened by the board of directors.

A notice shall be provided to all shareholders for the convening of the annual shareholders' meeting 30 days prior to the meeting. The Bank may notify shareholders holding less than 1,000 inscribed stock by way of entering the information into the Market Observation Post System (MOPS) as announcement 30 days prior to the meeting. A notice shall be provided to all shareholders for the convening of a special shareholders' meeting 15 days prior to the meeting. The Bank may notify shareholders holding less than 1,000 inscribed stock by way of entering the information into the MOPS as announcement 15 days prior to the meeting.

The reasons for convening a shareholders' meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.

Article 3 (Preparation of documents such as the attendance book)

The Bank shall specify in its shareholders' meeting notices the time during which attendance registrations for shareholders will be accepted, the place to register for attendance, and other matters for attention.

The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations.

The Bank shall furnish the attending shareholders or proxies with an attendance book to sign, or attending shareholders or proxies may hand in a sign-in card in

-79-

lieu of signing in.

The Bank shall furnish attending shareholders or proxies with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and supplemental meeting materials. Where there is an election case, pre-printed ballots shall also be furnished.

Shareholders or proxies shall attend shareholders' meetings based on attendance cards, sign-in cards, or other certificates of attendance. Solicitors soliciting proxy forms shall also bring identification documents for verification.

When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders' meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.

Article 4 (Principles for the convening venue and time)

The venue for a shareholders' meeting shall be the premises of the Bank, or a place easily accessible to shareholders and suitable for a shareholders' meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.

Article 5 (Calculation for the number of shares in attendance and the meeting)

Attendance at shareholders' meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, plus the number of shares whose voting rights are exercised by correspondence or electronically.

The chair shall call the meeting to order at the appointed meeting time and when the attending shareholders represent a majority of the total number of issued shares. If the attending shareholders are less than the quorum, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted upon receiving consent from the majority attending shareholders' voting rights pursuant to Article 175, paragraph 1 of the Company Act.

When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the meeting pursuant to Article 174 of the Company Act.

Article 6 (Discussion of proposals)

If a shareholders' meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders' meeting.

The provisions of the preceding paragraph apply mutatis mutandis to a shareholders' meeting convened by a party with the power to convene that is not

-80-

the board of directors.

The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders' meeting. If the chair declares the meeting adjourned in violation of the Rules, a new chair may be elected by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call for a vote.

Article 7 (Documentation of a shareholders' meeting by audio or video) The Bank, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders' meeting, and the voting and vote counting procedures.

The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

Article 8 (The chair and non-voting participants of a shareholders' meeting) If a shareholders' meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the chairperson shall appoint one of the managing directors to act as chair. Where the chairperson does not make such a designation, the managing directors shall select from among themselves one person to serve as chair.

When a managing director serves as chair, as referred to in the preceding paragraph, the managing director shall be one who has held that position for six months or more and who understands the financial and business conditions of the Bank.

It is advisable that shareholders' meetings convened by the board of directors be attended by a majority of the directors, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.

If a shareholders' meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.

The Bank may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders' meeting in a non-voting capacity.

-81-

Article 9 (Shareholder speech)

Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.

A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.

When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.

Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.

When a juristic person shareholder appoints two or more representatives to attend a shareholders' meeting, only one of the representatives so appointed may speak on the same proposal.

After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.

Article 10 (Voting, vote monitoring, and recusal system for related parties) Except as otherwise provided in the Company Act and in the Bank’s articles of association, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.

A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.

With respect to resolutions of shareholders' meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.

Unless otherwise provided by law or regulation, if a shareholder has engaged a proxy to attend the shareholders' meeting, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in

-82-

excess of that percentage shall not be included in the calculation.

When the Bank holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. The method of exercise shall be specified in the shareholders' meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting.

A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Bank before two days before the date of the shareholders' meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent. After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders' meeting in person, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Bank, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders' meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders' meeting, the voting rights exercised by the proxy in the meeting shall prevail.

When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.

When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Bank, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.

The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Bank.

Vote counting for meeting proposals or elections shall be conducted in public at the place of the shareholders' meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.

-83-

Article 11 (Maintaining order at the meeting place)

Staff handling administrative affairs of a shareholders' meeting shall wear identification cards or arm bands.

The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."

At the place of a shareholders' meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Bank, the chair may prevent the shareholder from so doing.

When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.

Article 12 (Delegation and authorization principles for shareholders)

For each shareholders' meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Bank and stating the scope of the proxy's authorization.

A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders' meeting, and shall deliver the proxy form to the Bank before five days before the date of the shareholders' meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.

After a proxy form has been delivered to the Bank, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Bank before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

Article 13 (Public disclosure)

On the day of a shareholders' meeting, the Bank shall compile a statistical statement of the number of shares obtained by solicitors through solicitation, and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders' meeting.

If matters put to a resolution at a shareholders' meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation regulations, the Bank shall upload the content of such resolution to the MOPS within the prescribed time period.

Article 14 (Meeting minutes and signed matters)

Matters relating to the resolutions of a shareholders' meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the

-84-

conclusion of the meeting.

The Bank may distribute the meeting minutes of the preceding paragraph in electronic form or by means of a public announcement.

The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results. The minutes shall be retained for the duration of the existence of the Bank.

Regarding the resolution method in the previous paragraph, if the chair puts the matter before all shareholders and no shareholder voices an objection, "the proposal is passed after the chair put the matter before all attending shareholders and none voiced an objection" shall be recorded. However, where there is an objection from any shareholder, it shall set out the method of voting by poll and the ratio of the number of passing votes to the total voting rights.

Article 15 (Election)

The election of directors at a shareholders' meeting shall be held in accordance with the Rules for Election of the Directors of the Bank, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected.

The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

Article 16 (Recess and resumption of a shareholders' meeting)

When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.

If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders' meeting may adopt a resolution to resume the meeting at another venue.

A resolution may be adopted at a shareholders' meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.

Article 17 (Taking effect)

These Rules shall take effect after having been submitted to and approved by a shareholders' meeting. Subsequent amendments thereto shall be effected in the same manner.

-85-

2. Articles of Association of Taiwan Business Bank Co., Ltd.

Established by the extraordinary general meeting on April 12, 1976 Approved by the Letter (65) Tai-cai-chien No. 15056 issued by the Ministry of Finance on May 8, 1976 The 1st amendment was made by the 3rd annual shareholders' meeting on September 19, 1978 Approved by the Letter (67) Tai-cai-chien No. 23084 issued by the Ministry of Finance on December 11, 1978 The 2nd amendment was made by the 4th annual shareholders' meeting on September 12, 1979 Approved by the Letter (68) Tai-cai-chien No. 24747 issued by the Ministry of Finance on December 24, 1979 The 3rd amendment was made by the 5th annual shareholders' meeting on October 8, 1980 Approved by the Letter (70) Tai-cai-rong No. 13472 issued by the Ministry of Finance on March 26, 1981 The 4th amendment was made by the 6th annual shareholders' meeting on October 14, 1981 Approved by the Letter (70) Tai-cai-rong No. 24142 issued by the Ministry of Finance on November 23, 1981 The 5th amendment was made by the 8th annual shareholders' meeting on September 13, 1983 Approved by the Letter (73) Tai-cai-rong No. 15728 issued by the Ministry of Finance on April 27, 1984 The 6th amendment was made by the 9th annual shareholders' meeting on September 24, 1984 Approved by the Letter (74) Tai-cai-rong No. 17496 issued by the Ministry of Finance on June 13, 1985 The 7th amendment was made by the 1st extraordinary shareholders' meeting in 1985 on June 5, 1985 Approved by the Letter (74) Tai-cai-rong No. 27088 issued by the Ministry of Finance on December 31, 1985 The 8th amendment was made by the 10th annual shareholders' meeting on September 24, 1985 Approved by the Letter Tai-cai-rong No. 7561189 issued by the Ministry of Finance on July 31, 1986 The 9th amendment was made by the 12th annual shareholders' meeting on September 24, 1987 Approved by the Letter Tai-cai-rong No. 770174351 issued by the Ministry of Finance on June 3, 1988 The 10th amendment was made by the 13th annual shareholders' meeting on October 17, 1988 Approved by the Letter Tai-cai-rong No. 780040823 issued by the Ministry of Finance on February 23, 1989 The 11th amendment was made by the 16th annual shareholders' meeting on October 19, 1991 Approved by the Letter Tai-cai-rong No. 810268921 issued by the Ministry of Finance on July 21, 1991 Approved by the Letter Tai-cai-rong No. 811214231 issued by the Ministry of Finance on October 8, 1992 Approved by the Letter Tai-cai-rong No. 810502770 issued by the Ministry of Finance on November 18, 1992 The 12th amendment was made by the 17th annual shareholders' meeting on December 5, 1992 Approved by the Letter Tai-cai-rong No. 821153565 issued by the Ministry of Finance on August 11, 1993 The 13th amendment was made by the 18th annual shareholders' meeting on November 29, 1993 Approved by the Letter Tai-cai-rong No. 832297402 issued by the Ministry of Finance on June 2, 1994 The 14th amendment was made by the 19th annual shareholders' meeting on October 15, 1994 Approved by the Letter Tai-cai-rong No. 8470900 issued by the Ministry of Finance on March 17, 1995 The 15th amendment was made by the 20th annual shareholders' meeting on November 25, 1995 Approved by the Letter Tai-cai-rong No. 85526951 issued by the Ministry of Finance on June 14, 1996 The 16th amendment was made by the 21st annual shareholders' meeting on November 16, 1996 Approved by the Letter Tai-cai-rong No. 86092674 issued by the Ministry of Finance on April 9, 1997 The 17th amendment was made by the 1st extraordinary shareholders' meeting in 1998 on May 12, 1998 The 18th amendment was made by the 24th annual shareholders' meeting in 2000 on June 3, 2000 The 19th amendment was made by the 25th annual shareholders' meeting in 2001 on May 18, 2001 Received and acknowledged through the Letter Tai-cai-rong No. 9022900 issued by the Ministry of Finance on June 12, 2001 The 20th amendment was made by the 26th annual shareholders' meeting in 2002 on May 24, 2002 Approved by the Letter Jing-shou-shang-zi No. 09101207880 issued by the Ministry of Economic Affairs on June 19, 2002 The 21st amendment was made by the 27th annual shareholders' meeting in 2003 on June 6, 2003 Approved by the Letter Jing-shou-shang-zi No. 09201255440 issued by the Ministry of Economic Affairs on August 25, 2003 The 22nd amendment was made by the 1st extraordinary shareholders' meeting in 2004 on February 6, 2004 The 23rd amendment was made by the 28th annual shareholders' meeting in 2004 on June 11, 2004 Approved by the Letter Jing-shou-shang-zi No. 093011111210 issued by the Ministry of Economic Affairs on July 2, 2004 The 24th amendment was made by the 1st extraordinary shareholders' meeting in 2005 on March 2, 2005 Approved by the Letter Jing-shou-shang-zi No. 09401118120 issued by the Ministry of Economic Affairs on June 30, 2005 The 25th amendment was made by the annual shareholders' meeting of the Bank in 2006 on June 9, 2006 Approved by the Letter Jing-shou-shang-zi No. 09501187220 issued by the Ministry of Economic Affairs on August 22, 2006 The 26th amendment was made by the annual shareholders' meeting of the Bank in 2008 on June 13, 2008 Approved by the Letter Jing-shou-shang-zi No. 09701181380 issued by the Ministry of Economic Affairs on July 21, 2008 The 27th amendment was made by the annual shareholders' meeting of the Bank in 2010 on June 23, 2010 Approved by the Letter Jing-shou-shang-zi No. 09901217300 issued by the Ministry of Economic Affairs on September 29, 2010 The 28th amendment was made by the annual shareholders' meeting of the Bank in 2011 on June 24, 2011 Approved by the Letter Jing-shou-shang-zi No. 10001151580 issued by the Ministry of Economic Affairs on July 12, 2011 The 29th amendment was made by the annual shareholders' meeting of the Bank in 2012 on May 25, 2012 Approved by the Letter Jing-shou-shang-zi No. 10101116160 issued by the Ministry of Economic Affairs on June 25, 2012 The 30th amendment was made by the annual shareholders' meeting of the Bank in 2013 on June 21, 2013 Approved by the Letter Jing-shou-shang-zi No. 10201129360 issued by the Ministry of Economic Affairs on July 8, 2013 The 31st amendment was made by the annual shareholders' meeting of the Bank in 2015 on June 26, 2015 Approved by the Letter Jing-shou-shang-zi No. 10601116160 issued by the Ministry of Economic Affairs on August 23, 2017 The 32nd amendment was made by the annual shareholders' meeting of the Bank in 2016 on June 24, 2016 Approved by the Letter Jing-shou-shang-zi No. 10501158980 issued by the Ministry of Economic Affairs on July 12, 2016 The 33rd amendment was made by the annual shareholders' meeting of the Bank in 2017 on June 16, 2017 The 34th amendment was made by the annual shareholders' meeting of the Bank in 2018 on June 29, 2018

-86-

Approved by the Letter Jing-shou-shang-zi No. 10701087000 issued by the Ministry of Economic Affairs on July 18, 2018 The 35th amendment was made by the annual shareholders' meeting of the Bank in 2019 on June 14, 2019 Approved by the Letter Jing-shou-shang-zi No. 10801142640 issued by the Ministry of Economic Affairs on November 1, 2019 The 36th amendment was made by the annual shareholders' meeting of the Bank in 2020 on May 29, 2020 Approved by the Letter Jing-shou-shang-zi No. 10901098430 issued by the Ministry of Economic Affairs on June 11, 2020 The 37th amendment was made by the annual shareholders' meeting of the Bank in 2021 on Jul 20, 2021 Approved by the Letter Jing-shou-shang-zi No. 11001138190 issued by the Ministry of Economic Affairs on September 13, 2021 The 38th amendment was made by the annual shareholders' meeting of the Bank in 2022 on Jun 17, 2022 Approved by the Letter Jing-shou-shang-zi No. 11101115230 issued by the Ministry of Economic Affairs on Jul 18, 2022

Chapter I General

• Article 1: The purpose of the Bank is to comply with the national fiscal policies, provide credits for the public and SMEs, and help SMEs improving their production facilities, financial structures, and ensure the healthy operations and management.

Article 2: The Bank is incorporated in accordance with the Banking Act and the Company Act, a limited liability company named as TAIWAN BUSINESS BANK (or TBB) in English.

• Article 3: The headquarter of the Bank is in Taipei City and may establish subsidiaries at appropriate domestic or overseas locations based on the requirements of its business.

• Article 4: Except for otherwise required by the competent authority for securities, the Bank shall publish its announcements on newspapers or e-mail newsletter.

Chapter II Shares

• Article 5: The total capital amount of the Bank is NT$100 billion only, and has been divided into 10 billion shares with a nominal value of NT$10 each. The Board is authorized to resolve and issue the un-issued shares in batches.

• Article 6: The Bank is exempted from printing any share certificate for the shares issued; however, the Bank shall register the issued shares with a centralized securities depository enterprise, and shall be handled according to the requirements of the enterprise.

• Article 7: Shareholders of the Bank shall complete and provide their signature specimen for the Bank or the shareholder service agent of the Bank for keeping, and shall do the same upon any changes thereto. The receipt of shareholder’s bonus or exercising shareholder's rights in writing or written contact with the Bank shall use such signature as evidence.

• Article 8: Transfer of share certificates shall not be set up as a defense against the Bank unless an application for such transfer was made to the Bank or the shareholder service agent of the Bank, and the name/title and residence/domicile of the transferee have been recorded in the shareholders' registrar.

The entries in the shareholders' registrar referred to in the preceding paragraph shall not be altered within 60 days prior to the convening date of an annual shareholders' meeting, or within 30 days prior to the

-87-

convening date of an extraordinary shareholders' meeting, or within 5 days prior to the target date fixed for distribution of dividends, bonus or other benefits.

Article 9: Shareholder services of the Bank shall be carried out according to Regulations Governing the Administration of Shareholder Services of Public Companies promulgated by the competent authorities.

Article 10: Application of transfer and change of name for shareholders, reissue or renewal of new share certificates and other shareholder service matters shall be subject to service charges.

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

• 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 proxy 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 activities and auxiliary activities 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. To engage in the life insurance agency business.

-88-

XXII.To engage in the property insurance agency business.

XXIII. To engage in other related business approved by the competent authorities.

XXIV.

Chapter IV Shareholders' meetings

• Article 12: Shareholders' meetings of the Bank are categorized into annual meetings and extraordinary meetings. Annual meetings shall be convened at least once a year, and it shall be convened by the Board according to the laws within 6 months after each accounting year. Except for otherwise required by the Company Act, extraordinary meetings shall be convened by the Board when necessary. Any or a plural number of shareholder(s) of who has (have) continuously held 3% or more of the total number of outstanding shares for a period of one year or longer time may, by filing a written proposal setting forth therein the subjects for discussion and the reasons, request the Board to call an extraordinary meeting of shareholders. Any or a plural number of shareholder(s) of who has (have) continuously held more than half (50%) of total issued shares for a period of three months may call upon an extraordinary meeting.

• Article 13: A notice to convene an annual meeting of shareholders shall be given to each Shareholder no later than 30 days prior to the scheduled meeting date and notice to convene an extraordinary meeting of shareholders, a meeting notice shall be given to each shareholder no later than 15 days prior to the scheduled meeting date to notify shareholders regarding the date, venue, and reason for the meeting. The Bank may notify shareholders holding less than 1,000 shares for the convening notice of the shareholders' meeting by way of an announcement.

• Article 14: Shareholders may present a power of attorney printed (signed or affixed seal) and issued by the Bank that sets out the scope of authorization, deliver to the Bank five days prior to the convening date of the shareholders' meeting to engage a proxy for attending the shareholders' meeting when the shareholder is unable to attend for other causes. One shareholder may only present one power of attorney to engage one proxy.

Except for otherwise required by the Company Act, when one proxy is engaged by two or more shareholders in the preceding paragraph, the voting right of such proxy shall not exceed 3% voting rights of the number of total issued shares. In the case of exceeding 3%, the exceeding portion of voting rights will not be counted.

• Article 15: Where a shareholders' meeting is convened by the Board, the meeting shall be chaired by the Chairman. When the Chairman is unable to present himself/herself, the Chairman shall designate a

-89-

Managing Director as the proxy. When there is no designation made, a Managing Director shall be elected among themselves.

Where a shareholders' meeting is convened by other conveners entitled for calling the meeting other than the Board, the meeting shall be chaired by the convener. Where there are two or more conveners, one of the conveners shall be elected among themselves.

• Article 16: Resolved matters by the shareholders' meeting are as follow:

• I. To determine and amend the Articles of Association of the Bank.

• II. Appointment and removal of Directors.

• III. To examine the statistical forms and report prepared by the Board and the Audit Committee respectively. In order to conduct the examination, the shareholders' meeting may select and appoint inspectors as required.

• IV. To resolve the capital increase or reduction.

• V. To resolve on surplus earning distribution or loss appropriation. VI. To resolve on other significant matters.

• Article 17: Except for otherwise required by the Company Act, the resolution may be adopted by half of the voting rights exercised by the shareholders present at the shareholders' meeting who represent a majority of the total outstanding shares.

• When the number of shareholders present does not constitute the quorum prescribed in the preceding paragraph, but those present represent one-third or more of the total number of issued shares, a tentative resolution may be passed by a majority of those who presented. A notice of such tentative resolution shall be given to each of the shareholders, and reconvene a shareholders' meeting within one month.

In the aforesaid meeting of shareholders, if the tentative resolution is again adopted by a majority of those present who represent one-third or more of the total number of issued shares, such tentative resolution shall be deemed to be a resolution under the first paragraph.

• Article 18: A shareholder is entitled to one vote with each share held. However, the shares shall have no voting power under any of the circumstances prescribed in the second paragraph under Article 179 of the Company Act.

• Article 19: A minute book shall be prepared for the discussions at shareholder' meetings, and the minute book shall be dispatched to all shareholders within 20 days from the meeting after being signed by or affixed seal by the Chairman.

The dispatch of the minute book in the previous paragraph may be carried out via electronic or announcement methods.

The minute book shall set out the year, month, date, name of the

-90-

Chairman, resolution method, the summary of the discussion process, and its results.

The minute book shall be permanently preserved, the sign-in book (or sign-in) of the attending shareholders and the power of attorney for engaging proxies shall be kept for at least one year. However, if a shareholder institutes a suit under Article 189 of the Company Act, they shall be kept until the conclusion of the litigation.

Chapter V Board

Article 20:

The Bank has 15 Directors, of which, there shall be no less than 5 Independent Directors, and the Board shall not be established with less than one-third of the seat for Directors being taken.

The term of the Director shall be three years; however, where a government and a corporate shareholder or its representative is elected as a Director, owing to the change of his/her functional duties, may be replaced by a person.

A candidate nomination system was adopted for the election of the Bank’s Directors (including Independent Directors). Shareholders shall elect Directors from the relevant candidate list thereof.

The elections for both Independent Directors and non-Independent Directors are carried out at once, with the elected number of seats accounted for separately.

The professional qualification, shareholding, concurrent serving restrictions, nomination, and election method, as well as other matter to be complied with regarding independent Directors, shall be based on the relevant requirements from competent authorities.

The total number of shares held by all Directors shall comply with requirements from competent authorities.

The by-election for filling the vacancies of Directors and Independent Directors shall be based on the requirements under the Company Act and the Securities and Exchange Act. Regarding the term of Directors elected through a by-election and the replacement based on Paragraph 2 is limited to fulfilling the unexposed term of office of the predecessor.

Article 21:

A Board meeting shall be attended by two-thirds of the Directors, and five Managing Directors shall be elected when receiving the consent from the majority of the attending Directors among themselves. Among the Managing Directors, there shall be at least one independent Director, and the one-fifth of the seats of the Managing Directors shall be taken by independent Directors. A Chairman shall be elected when receiving the consent from the majority of the attending Managing Directors among themselves at a meeting where two-third of Managing Director present. The Chairman shall be the

-91-

chair of shareholders' meetings, Board meetings, and Managing Director meetings, internally; while represents the Bank, externally. When the Chairman is unable to present himself/herself when he/she is on leave or due to other causes, the Chairman shall designate a Managing Director as the proxy. When there is no designation made, a Managing Director shall be elected among themselves.

The Board is authorized by the shareholders' meeting to determine the remuneration of Directors, which shall be discussed in accordance with the general standards within the industry.

The remuneration of the Chairman shall be calculated by multiplying the remuneration of the President by 1.25.

Requirements in relation to the retiring employees of the Bank shall apply to the pension of the Chairman, which shall not be subject to age and year of experience.

The Bank may enter into liability insurance contracts with insurance companies for Directors and major employees with respect to liabilities resulting from performing their duties according to the law.

• 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 according to the laws and regulations and the shareholders meeting.

• Article 23: When investing in other companies, except for otherwise required by the Banking Act, the Bank shall not be subject to the limit of 40% of the Bank's paid-up capital regarding the total investments in other companies under Paragraph 2, Article 13 of the Company Act.

-92-

• Article 24: The organization of the Board of the Bank shall be separately determined by the Board.

The Bank has an Auditing Department subordinated to the Board and has a Chief Auditor that manages the audit business of the entire Bank and regularly reports to the Board and the Audit Committee.

• Article 25: A regular meeting of the Board shall be held every month in principle, and be held every two months at least. Shall there be an emergency, or if the majority of the Directors request so, an extraordinary meeting may be held. Except for otherwise required by the Company Act, all meetings shall be convened by the Chairman in writing and may send out the electronic notice upon receiving the consent from the counterparty.

The Board shall establish the "Rules of Procedures for Board Meeting" and submit to the shareholders' meeting, so as to improve the operating efficiency and decision-making abilities of the Board meeting.

To reinforce the corporate governance abilities, the Board may establish functional committees and the rules for exercising their functions shall be separately determined by the Board.

• Article 26: For Board meetings, if a Director is unable to attend due to other causes, the Director may engage other Director as a proxy to attend on behalf of him/her; however, the Director shall present the power of attorney and set out the scope of authorization concerning the reason for convening the meeting.

The proxy in the previous paragraph may only be engaged by one Director.

• Article 27: Regarding the resolution at a Board meeting, except for otherwise required by the Company Act, the resolution shall receive the consent from the majority of the attending Directors at the meeting attended by the majority of Directors.

• Article 28: A minute book shall be prepared for the discussions at Board meetings, and the minute book shall be dispatched to all Directors within 20 days from the meeting after being signed by or affixed seal by the Chairman of the meeting and the recorder. The minute book shall set out the year, month, date, name of the Chairman, resolution method, the summary of the discussion process, and its results, and shall be permanently preserved throughout the existence of the Bank. The sign-in book of the attending Directors and the power of attorney for engaging proxies shall be permanently preserved throughout the existence of the Bank.

• Article 29: The President, Executive Vice Presidents, Chief Auditor, and the managers of the departments and divisions at the headquarters shall be invited to Board meetings as observers with no voting rights.

-93-

• Article 30: During the recess of the Board, the Managing Directors shall regularly exercise the power and authority of the Board in accordance with the laws and regulations, the Articles of Association, and the resolutions adopted by the shareholders' meetings and the Board, and the Board meetings to be called from time to time by the Chairman; such meetings shall be chaired by the Chairman.

• The scope of power and authority of the Board exercised by the Managing Board mentioned in the previous Paragraph refer to matters other than the significant matters required to be considered by the shareholders' meeting or submitted to the Board meeting for discussion according to the laws and articles of association or prescribed by the competent authority, and the determination of business scope other than the Bank's Articles of Association, overall operating strategies, significant policies, or significant risk management.

When the Chairman is unable to present himself/herself, the Chairman shall designate a Managing Director as the proxy. When there is no designation made, a Managing Director shall be elected among themselves.

• Article 31: For a resolution at the Managing Directors meeting, except for otherwise required by the Company Act, the resolution shall receive the consent from the majority of the attending Managing Directors at the meeting attended by the majority of Managing Directors. The minute book shall be signed or affixed seal by the Chairman of the meeting and the recorder.

• Article 32: For a Managing Directors meeting, the President, Executive Vice Presidents, Chief Auditor, and the managers of the departments and divisions at the headquarters shall be invited to attend, with no voting rights.

Chapter VI Audit Committee

• Article 33: The Bank has established an Audit Committee comprised of all Independent Directors and the term of the member shall be the same as the term of the independent Director. The number of members shall not be less than three persons, and at least one of them shall specialize in accounting or finance. The functions, rules of procedures, and other matters to be complied with for the Audit Committee shall be based on relevant laws and regulations as well as the "Regulations for the Audit Committee" of the Bank.

• Article 34: (Deleted) Article 35: (Deleted) Article 36: (Deleted)

-94-

Chapter VII Managers

• Article 37: The Bank has one President, who follows the resolution of the Board meetings to manage the business, and several Executive Vice Presidents, who assist the President to manage affairs. Their appointment and removal shall be proposed by the Chairman and shall receive the consent from the majority of the attending Directors at a Board meeting attended by the majority of Directors.

• Article 38: When the President is unable to perform its duties due to other causes, the Chairman shall appoint one person among the Executive Vice Presidents to perform its duties after being submitted to and approved by the Board.

Chapter VIII Accounting

• Article 39: The fiscal year of the Bank shall commence from January 1 and end on December 31 each year whereas the current fiscal year shall be given the title of the current calendar year of the Republic of China. Settlement shall be carried out based on the first half and the second half of each year. The account day for the first half shall be June 30 while the account day for the second half shall be December 31, and a final account shall be carried out at the end of the year.

• Article 40: After the end of the accounting year, the Bank shall prepare the following statements and books, submit to the Audit Committee and the Board meeting for approval, and propose to the shareholders' meeting for ratification.

• I. Operating Report.

• II. Financial Statements. III. Resolution for surplus earning distribution or loss appropriation.

Regarding the statements and books in the previous paragraph, within 15 days from receiving the approval of the annual shareholders' meeting, the statements and books shall be combined with the annual report and report to the competent authority and the central bank for future reference, respectively. The Bank shall also announce its financial statements and other items required by the competent authority on the circulating daily newspaper where the headquarter of the Bank locates or in the manner prescribed by the competent authority. However, for those complying with the requirements under Article 36 of the Securities Exchange Act shall be exempted from such announcements.

Article 41: Shall there be general final accounts surplus, the Bank shall allocate such surplus to taxation payment and accumulated losses coverage first and then the remaining balances shall be utilized as follow:

-95-

• I. Allocate 1% to 6% as employee remuneration (accounted for as expenses).

• II. Allocate 0.6% as Director remuneration (accounted for as expenses).

Employee remuneration shall be provided in share certificates or cash, and such resolution shall receive the consent from the majority of attending Directors at a Board meeting attended by the two-thirds of the Directors, and report to 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 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.

Chapter IX Appendices

Article 43: The Board shall be authorized to institute the Organization Code, Gate Approval Along the Corporate Hierarchy, and other internal regulations of The Bank.

• Article 44: Unaddressed matter in the Articles of Association shall be based on the requirements under the Banking Act, the Company Act, and other related laws and regulations.

• Article 45: The Articles of Association was implemented upon receiving the approval from the shareholders' meeting, and shall do the same upon any amendment thereto.

-96-

3. Rules of Procedures for Board Meeting of Taiwan Business Bank Co., Ltd.

Established at the 5th meeting of the 10th Board of Directors on May 5, 2004 Reported to the general shareholders' meeting on June 11, 2004 Amended and approved at the 5th meeting of the 11th Board of Directors on December 19, 2006 Reported to the general shareholders' meeting on June 9, 2007 Amended and approved at the 11th extraordinary meeting of the 11th Board of Directors on March 25, 2008 Amended and approved at the 16th meeting of the 12th Board of Directors on December 26, 2011 Amended and approved at the 3rd meeting of the 13th Board of Directors on August 24, 2012 Amended and approved at the 4th meeting of the 13th Board of Directors on October 22, 2012 Reported to the general shareholders' meeting on June 21, 2013 Amended and approved at the 19th meeting of the 13th Board of Directors on December 12, 2014 Reported to the general shareholders' meeting on June 26, 2015 Amended and approved at the 17th meeting of the 14th Board of Directors on October 25, 2017 Reported to the general shareholders' meeting on June 29, 2018 Amended and approved at the 13th meeting of the 15th Board of Directors on March 11, 2020 Reported to the general shareholders' meeting on May 29, 2020 Amended and approved at the 9th meeting of the 16th Board of Directors on September 21, 2022

Article 1 (Basis)

Rules of Procedures for Board Meeting of Taiwan Business Bank Co., Ltd. (the "Bank") was established in accordance with the requirements under the "Securities and Exchange Act", "Regulations Governing Procedure for Board of Directors Meetings of Public Companies" and other relevant regulations.

Article 2 (Rules of procedures)

Except as otherwise provided by law, regulation, or the Articles of Association of the Bank, the Rules shall govern the procedures of the Bank's Board meeting.

Article 3 (Convening Board meeting)

A regular meeting of the Board shall be held every month in principle, and be held every two months at least.

The reasons for calling a Board meeting shall be notified to all Directors at least seven days in advance. However, an extraordinary meeting may be called on shorter notice in emergency circumstances, upon the requests from the majority of Directors.

The notice set forth in the preceding Paragraph may be effected by means of electronic transmission, after obtaining prior consent from the recipients thereof. The matters specified in Paragraph 1 of Article 6 shall be listed in the reasons for convening a Board meeting, and may not be raised by an extraordinary motion. The term "all Directors" in the Rules means the actual number of Directors currently holding the positions.

Article 4 (Notice and materials for meetings)

The Board Secretariat Department shall be the agenda working group for the Board meeting called by the Bank.

The agenda working group shall schedule the date, agenda items, and agenda for the meetings in advance, and notify all Directors.

The agenda working group shall provide sufficient materials for the meeting and dispatch with the notice of the meeting.

If Directors consider the meeting materials to be insufficient, they may request the

-97-

unit in charge to provide supplementary information. If Directors consider the materials concerning the proposals to be insufficient, the deliberation may be postponed upon a resolution of the Board.

Article 5 (Agenda items)

Agenda items for regular Board meetings shall include at least the following:

1. Reports:

2. (1) Meeting minutes of the last Board meeting and implementation status.

3. (2) Significant financial or business reports (including financial reports for the 1st quarter and the 3rd quarter of each accounting year).

4. (3) Internal audit report.

5. (4) Other important matters to be reported.

6. Discussion:

7. (1) Items discussed and continued from the last meeting.

8. (2) Items to be discussed at this meeting.

9. Questions and Motions

Article 6 (Matters to be discussed at the Board meeting)

The following matters shall be submitted to the Board for discussion:

1. The Company's business plan.

2. Annual financial reports and second quarter financial reports that must be audited and attested by a CPA, which are signed or sealed by the chairman, managerial officer, and accounting officer.

3. Adoption or amendment of internal control systems in accordance with Article 14-1 of the Securities Exchange Act and other laws and regulations.

4. Assessment of the effectiveness of the internal control system.

5. Setting or revising the processing procedures for significant financial business practices such as the acquisition or disposal of assets, engaging in derivatives trading, loaning to others, providing endorsement/guarantees for others according to the requirements under Article 36-1 of the Securities and Exchange Act. However, the authorization hierarchy of credit loans shall be subject to the requirements under the "Directions for the Authorizations of Credit Loan" of the Bank.

6. Transaction of material assets or derivatives.

7. Offering, issuance or private placement of any equity based securities.

8. Appointment and discharge of a financial, accounting, risk management, regulatory compliance, and internal audit officers.

9. Hiring, discharge or remuneration of attesting CPAs.

10. Matters regarding the personal interest of the respective Directors.

11. Performance audit system and remuneration standards for managerial and sales personnel.

12. Remuneration structure and system of Directors.

13. Donations to related parties or material donations to non-related parties. However, public-interest donations of disaster relief for a major natural disaster may be submitted to the next Board meeting for ratification.

-98-

1. Other material matters to be decided by a shareholders' meeting or submitted to the Board of Directors in accordance with the laws and regulations or required by the competent authority.

The "transaction of material assets or derivatives" mentioned in Subparagraph 6 of Paragraph 1 refers to transactions of material assets or derivatives the shall be passed by the Board meeting according to the requirements of the law or the "Procedures for Acquisition or Disposal of Assets" or other regulations of the Bank.

The term "related parties" mentioned in Subparagraph 13 of Paragraph 1 refers to related parties defined in the "Regulations Governing the Preparation of Financial Reports by Securities Issuers." The term "material donations to non-related parties" means one-off or the cumulative amount of donations to the same party within one year reaches NT$100 million, or 1 percent of net operating revenue, or 5 percent of paid-in capital in the Company's audited financial statement for the most recent year.

The "within the one year" mentioned in the previous Paragraph refers to the year preceding the date of convening the Board meeting.

Except for proposals that may not be proposed as extempore motions according to requirements under the law and the Rules, extempore motions may be proposed during the meeting when permitted by the Chairman.

At least one of the independent Directors of the Bank shall attend the Board meetings in person. For matters specified in Paragraph 1 to be resolved at the Board meetings, all independent Directors shall attend in person. For those who are unable to attend in person, they shall appoint other independent Directors to attend on their behalf. When an independent Director has a dissenting or qualified opinion, it shall be noted in the minutes of the Board meeting. Where the independent Director cannot attend the Board meeting in-person to voice his/her dissenting or qualified opinion, unless there are justifiable reasons for failure to do so, he/she shall provide a written opinion in advance, and the opinion shall be noted in the minutes of the Board meeting.

Article 7 (Principle of authorization of the Board)

During the recess of the Board, the Managing Directors shall regularly exercise the power and authority of the Board in accordance with the laws and regulations, the Bank's Articles of Association, and the resolutions adopted by the shareholders' meetings and the Board, and the Board meetings to be called from time to time by the Chairman; such meetings shall be chaired by the Chairman. When the Chairman is unable to present himself/herself, the Chairman shall designate a Managing Director as the proxy. When there is no designation made, a Managing Director shall be elected among themselves.

Where a meeting of Managing Directors is scheduled to be convened within seven days, the notice to each Managing Director may be made two days in advance. However, emergencies are not subject to this requirement.

The notice set forth in the preceding Paragraph may be effected by means of electronic transmission, after obtaining prior consent from the recipients thereof.

-99-

The scope of authorization when the Managing Board executing the function of the Board of Directors are as follow:

1. The review of the regulations and material business other than articles of association and overall operating strategy, material policies or administrative regulations for significant risks, and business regulations.

2. The review of matters other than matters to be submitted to the shareholders' meeting or the Board meeting for discussion according to the law and the articles of association, or significant matters required by the competent authority.

3. Matters handed down by the Chairman.

Any resolution passed by the Managing Board according to requirements in the previous Paragraph shall be reported to the Board.

Article 8 (Preparation for the sign-in book and the attendance by a Director proxy)

The Bank shall prepare the sign-in book for attending Directors and presenting personnel for future reference. For Board meetings, if a Director is unable to attend, the Director may engage other Director as a proxy to attend on behalf of him/her pursuance to the Bank's Articles of Association; Directors who participated the meeting via video call shall be deemed as attending in person, and shall deliver the sign-in cards via fax for sign-in.

When a Director may engage other Director as a proxy to attend on behalf of him/her, the Director shall present the power of attorney and set out the scope of authorization concerning the reason for convening the meeting. The proxy in Paragraph 2 may only be engaged by one Director.

Article 9 (Principles for location and time of Board meeting) The Board of Directors shall meet at the Bank's location and within the Bank's working hours in general. However, the meeting can convene in other locations and at other times for the convenience of Directors.

Article 10 (Chairman and representative of the Board)

Board meetings of the Bank convened by the Chairman shall be chaired by the Chairman. The first Board meeting of each term shall be convened and chaired by the Director who received votes representing the largest portion of voting rights at the shareholders' meeting. When there are two or more persons with the right to convene, they shall select one from among themselves to serve as chairperson of the meeting. Where the Board meeting is convened by the majority of the Directors according to the law, the chairman shall be elected among the Directors.

When the Chairman is unable to present himself/herself when he/she is on leave or due to other causes, the Chairman shall designate a Managing Director as the proxy. When there is no designation made, a Managing Director shall be elected among themselves.

Article 11 (Reference materials and attending personnel at the Board meeting)

-100-

Upon convening the Board meeting, the unit responsible for meeting affairs and the managing department shall prepare relevant information readily available to Directors at the meeting for reference. When holding a meeting of the Board, the Bank may notify personnel of relevant departments or subsidiaries to present at the meeting and report the current business situation of the Bank and answer questions raised by Directors to assist them in understanding the current condition of the Bank and arrive at proper resolutions.

When necessary, the CPAs, lawyers or other professionals may also be invited to be present at the meeting and provide explanations. However, they shall excuse themselves during discussion and voting.

Article 12 (Convening of Board meetings)

When a majority of the Directors have presented upon the designated time of the meeting, the Chairman shall call the meeting to order. When a majority of the Directors have not presented upon the designated time of the meeting, the Chairman may announce to postpone the meeting. The postponement is limited to two times.

When the number of Directors had not met the quorum after two postponements, the Chairman shall reconvene the meeting in accordance with the procedures set out in the Article 3.

Article 13 (Discussion on proposals)

The Board shall conduct the meeting according to the agenda as specified in the meeting notice. However, the agenda can be changed when being approved by the majority of attending Directors.

The Chairman may not announce the adjournment of the meeting before the completion of the agenda unless agreed by the majority of attending Directors. During the Board meetings, where the number of Directors in attendance was less than the majority of Directors originally attending the meeting, the Chairman shall declare a temporary suspension of meeting upon a motion proposed by the Directors in attendance. In which case, Paragraph 1 of the preceding Article shall apply mutatis mutandis.

During the meeting, the Chairman may, at his/her discretion, announce intermission or negotiation.

Article 14 (Director's speech and the order of the Chairman)

After the speech of a Director, the Chairman may, in person or designate relevant personnel to, respond, or designate presenting experts to provide the relevant information.

Where a Director has repeated his/her statements on the agenda or has diverged from the agenda, to the extent of affecting other Directors' turn for speech or hindering the meeting process, the Chairman may stop the speech.

Article 15 (Ballot)

Where the Chairman considers the discussion has been carried out to the extent that a vote shall be conducted, the Chairman may declare and stop the discussion

-101-

and proceed through the vote.

Regarding the resolution at a Board meeting, except for otherwise required by the Securities and Exchange Act, the Company Act, other laws, or the Bank's Articles of Association, the resolution shall receive the consent from the majority of the attending Directors at the meeting attended by the majority of Directors. During the ballot, where there is no objection was raised by the attending Directors upon the inquiry of the Chairman, the ballot shall be deemed as the passing by the majority.

The "attending Directors" in the preceding Paragraphs does not include Directors prohibited from exercising voting rights pursuant to Article 17.

Where there is an objection raised upon the inquiry of the Chairman, proceed through the vote; the Chairman may elect to proceed through the vote by adopting one of the following methods:

1. Vote by raising hands

2. Vote by casting ballots.

Shall there be revision or substitute for the same proposal, the Chairman shall combine such revision or substitute to the original proposal and determine the voting sequence. If any of the proposals are deemed obsolete, the other proposals shall be deemed as being rejected, and exempted from the vote.

Article 16 (Scrutineers and counting)

The scrutineers and counting personnel, if any, for the ballot of the proposal shall be designated by the Chairman, but the scrutineers shall be Directors. The results of the ballot shall be reported at the scene and made a record accordingly. The supervising and counting methods shall also be stated in the minute books of the Board meeting.

Article 17 (Conflict of interests abstaining system for Directors)

Where any item on the agenda results in conflicts of interest with any Director or the corporation represented by the Director, the Director shall state the important aspects of the interested party relationship at the Board meeting; when the said interest is harmful to the interests of the Bank, the Director shall not participate in and shall abstain from discussion and voting and shall not represent other Directors as a proxy to exercise their voting rights.

Where the spouse, a relative within the second degree of kinship of a Director, or any company which has a controlling or subordinate relation with a Director has interests in the matters under discussion in the meeting of the preceding Paragraph, the Director shall be deemed to have a personal interest in the matter.

For resolutions of the Board meeting, Directors who are not permitted to exercise their voting rights in the previous two Paragraphs shall comply with requirements under Paragraph 4, Article 206 of the Company Act, under which the provisions of Paragraph 2, Article 180 shall apply mutatis mutandis.

Article 18 (Meeting minutes and signed matters)

A minute book shall be prepared for the discussions at Board meetings. The minute

-102-

book shall detail the following matters:

1. The term (or year), time, and place of the Board meeting.

2. Name of the Chairman.

3. Directors' attendance status, including names and numbers of Directors who are present, on leave, and absent.

4. Names and titles of non-voting attendees.

5. Name of the recorder.

6. Report items.

7. Discussion: The resolution method and the result for each motion; a summary of comments made by Directors, experts, or other individuals; the name of any Director that is an interested party as referred to in Paragraph 1 of the previous Article, an explanation for the important aspects of the relationship of interest, the reasons why the Director was required or not required to recuse, and the status of their recusal; objection or qualified opinions which are on record or indicated in a written statement as well as the written opinions issued by independent Directors according to the requirements under Paragraph 6, Article 6.

8. Questions and motions: Name of proposer, resolution methods and the results for the motions; a summary of comments made by Directors, experts, or other individuals; the name of any Director that is an interested party as referred to in Paragraph 1 of the previous Article, an explanation for the important aspects of the relationship of interest, the reasons why the Director was required or not required to abstain, and the status of their abstaining; objection or qualified opinions which are on record or indicated in a written statement.

9. Other matters that shall be recorded.

Any of the following matters in relation to a resolution passed at a meeting of the Board of shall be stated in the meeting minutes and be published on an information reporting website designated by the competent authority within two days from the meeting:

• (1) Independent Directors have any objection or qualified opinions which are on record or indicated in a written statement.

• (2) Matters which are approved by two-thirds of all Directors when the Bank's Audit Committee does not approve.

The attendance book of the Board meeting is a part of the meeting minutes and shall be retained throughout the duration of the Bank's existence.

A minute book shall be dispatched to all Directors within 20 days from the meeting after being signed or affixed seal by the Chairman and the recorder of the meeting. A minute book shall be listed as an important document of the Bank and shall be retained throughout the duration of the Bank's existence.

The meeting minutes set out in Paragraph 1 may be prepared and distributed by electronic means.

Where the resolution at the meeting of the Board is material information under the law or the requirements of Taiwan Stock Exchange, the department-in-charge shall

-103-

submit the material information to the Business Development Department within the prescribed time for uploading to the Market Observation Post System.

Article 19 (Audio/video recording of the entire proceedings of Board meetings)

The Bank shall provide audio/video recording of the entire proceedings for Board meetings, and the recordings shall be preserved for at least five years. The recordings may be electronically archived.

Before the expiry of the preservation mentioned in the previous Paragraph, where litigation arises from the matters resolved in the Board meetings, the recordings shall be kept until the conclusion of the litigation.

Where a Board meeting is held via video conference, the audio/video recordings of the meeting shall be a part of the minute book and shall be kept permanently.

Article 20 (Applicability to Managing Board)

Requirements under Article 2, Paragraph 2 of Article 3, Article 4 to Article 5, Article 7 to Article 9, and Article 11 to Article 19 under the Rules shall apply mutatis mutandis for the proceedings of Managing Board meetings. The provisions of Paragraph 4 of Article 3 shall apply mutatis mutandis to the election or discharge of the chairman of the board of directors.

Article 21 (Appendices)

The Rules were implemented upon receiving the approval from Board meeting after discussion and reported to the shareholders' meeting, and the board of directors is authorized to resolve on any amendment thereto.

-104-

4. Shareholding of Directors of the Bank

Taiwan Business Bank Co., Ltd.

Shareholding of Directors Book closure date: April 18, 2023

Title	Name	Number of shares	Shareholding ratio (%)
Chairman	Ministry of Finance Representative: Chien-Hao Lin	166,751,972	2.08
Managing Director	Ministry of Finance Representative: Chih-Chien Chang	166,751,972	2.08
Managing Director	National Development Fund, Executive Yuan, R.O.C Representative: Chun-Hsien Yeh	471,075,689	5.87
Managing Director	Bank of Taiwan Co. Ltd. Representative: Hsin-Tzu Hu	1,301,907,315	16.21
Managing Director (Independent Director)	Xin-Wu Lin	0	0
Director	Ministry of Finance Representative: Tung-Fu Lin	166,751,972	2.08
Director	Ministry of Finance Representative: Hung-Sheng Yu	166,751,972	2.08
Director	Bank of Taiwan Co. Ltd. Representative: Ho-Chyuan Chen	1,301,907,315	16.21
Director	Bank of Taiwan Co. Ltd. Representative: Tzu-Hao Tsai	1,301,907,315	16.21
Director	TBB Industry Union Representative: Wen-Hsiang Ma	4,519,356	0.06
Director	Che-Nan Wang	14,154,013	0.18
Independent Director	Jin-Long Liu	0	0
Independent Director	Shao-Yuan Chang	0	0
Independent Director	Yung-Cheng Chuang	0	0
Independent Director	Chiou-Mien Lin	0	0
Total		1,958,408,345	24.39

Notes:

1.Based on the 8,029,693,521 issued shares of the Bank and according to the requirements under Article 2 of the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies," the minimum shareholding ratio for all Directors shall be 2% (160,593,870 shares). As of the book closure date (April 18, 2023) for the annual shareholders' meeting, the share held by all Directors of the Bank is 1,958,408,345 shares.

2.The Bank has set up the Audit Committee; therefore, no applicable minimum shareholding ratio for supervisors is applicable.

-105-