TBB - AGM Information 2024 | FinancialReports.eu

Stock Code: 2834

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Taiwan Business Bank Co., Ltd.

2024 Annual Shareholders' Meeting

Meeting Handbook

Meeting Time: 9:00 a.m., June 21, 2024

Venue: 17F., No. 30, Tacheng St., Datong Dist., Taipei City Convened by: Physical shareholders' meeting

Page I. Meeting Agenda ------------------------------------------------------------- 1 II. Bank Reports ---------------------------------------------------------------- 2 III. Proposals ------------------------------------------------------------------- 5 IV. Discussion ---------------------------------------------------------------- 36 V. Election Matters ---------------------------------------------------------- 38 VI. Other Matters ------------------------------------------------------------ 42 VII. Questions and Motions ------------------------------------------------ 45 VIII. Appendices ------------------------------------------------------------- 46 1. Rules of Procedures for Shareholders' Meetings of the Bank -- 46 2. Articles of Association of the Bank -------------------------------- 58 3. Rules for Election of the Directors of the Bank ------------------ 70 4. Shareholding of Directors of the Bank ----------------------------- 72

I. Meeting Agenda for the 2024 Annual Shareholders' Meeting of Taiwan Business Bank Co., Ltd.

Meeting Time: 9:00 a.m. on Friday, June 21, 2024

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

Chairman: Chairman, Pei-Jean Liu

Report the total number of shares represented by shareholders present at the meeting and call the meeting to order
Chairman Remarks
Bank Reports
1) The Bank’s 2023 Operating Report.
2) The Audit Committee's Review Report on the 2023 financial statements of the Bank.
3) Report on the distribution of remunerations for employees and Directors of the Bank in 2023
Proposals
1) Adoption of the 2023 operating report and financial statements of the Bank.
2) Adoption of the 2023 earnings distribution from the final accounts of the Bank.
Discussion

Resolution to carry out a capital increase via transferred earnings in accordance with the earnings distribution of stock dividends for 2023.

Election Matters

Proposal for the election of the Bank's 17th term of the Directors of the Board.

Other Matters

Proposal for lifting the non-competition restriction for the Directors of the Board.

Questions and Motions
Adjournment

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II. Bank Reports

Report 1

Explanation: The Bank’s 2023 Operating Report

Description: Please refer to Page 6 ~ 17 of this Handbook for the Bank’s 2023 Operating Report.

Resolution:

Report 2

Explanation: The Audit Committee's Review Report on the 2023 financial statements of the Bank

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

Resolution:

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Report 3

Explanation: Report on the distribution of remunerations for employees and Directors of the Bank in 2023

Description:

Pursuant to Article 235-1 of the Company Act, the distribution was resolved at the 13th meeting of the 5th Remuneration Committee and the 26th meeting of the 16th Board of Directors of the Bank.
Remunerations for employees and Directors in 2023 were distributed in cash as follows:
(1) Employee remuneration (5.479%): NT$723,563,407.
(2) Director remuneration (0.6%): NT$79,236,730.
- The above proposed distribution of remunerations for employees and Directors was included in the said year's expenses in accordance with the regulations.

Resolution:

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III. Proposals

Proposal 1 (Proposed by the Board of Directors) Explanation: Adoption of the 2023 operating report and financial statements of the Bank
Description: The 2023 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 Pei-Ju Tsai, 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 6 ~ 33 of this Handbook).

Resolution:

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Taiwan Business Bank Co., Ltd.

2023 Operating Report

As the world entered 2023, COVID had generally ceased to cause supply chain disruptions. The pressure on the global supply chain eased significantly. Furthermore, the averted energy crisis in Europe and the post-COVID re-opening of China's economy were expected to gradually lift consumer confidence around the world. However, the tightening effect of large rate hikes by US and European central banks over time was having an impact on the end demand, causing a slow recovery of the global manufacturing sector. The global economy showed average growth in the first half of 2023. As for the second half of 2023, central banks of major economies announced more rate hikes in the third quarter, and global inflation fell gradually back to its previous level. In addition, China's real estate market underwent a debt crisis, and consumer and business confidence weakened, leading to a slowdown in domestic demand growth. The Israeli-Palestinian conflict was also another contributing factor in slowing global economic growth.

Considering persistently rising goods prices over recent years might lead to higher expected inflation, the central bank raised the discount rate, accommodations with collateral, and accommodations without collateral by 0.125 percentage point each in March 2023 in order to deter expectation of inflation in the country. The rates were kept the same since. It was mainly attributed to slowly falling domestic inflation in the second half of 2023, the domestic production gap turning to negative given many uncertainties in the global economic outlook, and the domestic economic growth slowing down more than forecast. Regarding exchange rates, the Fed raised rates four times in the first three quarters of 2023, making the US dollar stronger and the NT dollar falling against the US dollar every quarter. In particular, the fall was most apparent in the third quarter. However, as the Fed stopped the rate hike cycle in the fourth quarter, the NT dollar rose sharply by 4.7% against the US dollar. Overall the exchange rate of NT dollar to US dollar fell slightly by NT$0.037 or 0.1% in 2023.

As per the forecast of the International Monetary Fund (IMF), the growth rate of global trade volume in 2024 is expected to increase to 3.5% from 0.9% in 2023. As the global economy gradually rebounds, end market demand is expected to stabilize, and inventory levels are gradually returning to healthy levels. Due to the fact that domestic semiconductor manufacturing enjoys a leading edge in production processes and Taiwanese businesses continue to return to invest in Taiwan, the accumulation of domestic production capacity is being strengthened and domestic production ratio of export orders has increased. Additionally, as the expansion of emerging applications such as AI, high-performance computing, and automotive electronics continues, export momentum is expected to turn into positive growth. According to the statistics released by the Directorate-General of Budget, Accounting and Statistics on November 28, 2023, Taiwan's economic growth rate for 2023 is estimated to be 1.42%, while for 2024, it is forecasted to rise to 3.35%. The Industrial Economics and Knowledge Center of the Industrial Technology Research Institute (IEKCQM) predicts that the output value of Taiwan's manufacturing industry will reach NT$23.38 trillion in 2024, with a growth rate of 5.49%.

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It is anticipated that in 2024, global inflation and geopolitical tensions will continue to undermine the stability of international financial markets. This will increase the difficulty of investment by domestic banks and elevate implicit risks such as overseas exposure and bad debt. However, the U.S. economy and inflation still face significant uncertainty, and the Fed may plan to maintain interest rates at high levels until it is confident that inflation can sustainably decrease to achieve its target. Therefore, it is expected that the global interest rate hike cycle will stop in 2024, but a rate cut is still some distance away. Consequently, market interest rates will remain high, benefiting banks' interest rate spread income.

In the domestic loan market, with the return of Taiwanese investment and the expansion of Green Finance 3.0, financing and lending business is expected to expand. Increased private consumption momentum will also help boost bank fee income. Meanwhile, financial technology continues to innovate, the electronic payment market continues to expand, and stable growth is seen in wealth management, all of which contribute to the increase in bank fee revenue. Therefore, it is predicted that the growth of Taiwan's banking industry will continue in 2024.

In terms of the fixed investment, export momentum is expected to turn into positive growth. This is mainly due to the revision of the Statute for Industrial Innovation by the government, which boosted manufacturers’ willingness in carrying out the innovation, research and development, as well as upgrading process equipment. Furthermore, the continued construction of green energy facilities such as offshore wind and solar power, increased aircraft purchases by airlines in response to crossborder travel demands, and the continued implementation of investment in Taiwan's three major programs have all contributed to this positive outlook.

As for future business plans, the Bank prioritizes risk asset management, diligently implementing risk management in the loan business and improving the efficiency of non-performing debt recovery. We pay equal attention to business growth and risk management, and appropriately allocate capital resources to maximize efficiency. Furthermore, the Bank follows a customer oriented approach to increase profit streams, providing convenient and compliant transaction processes, utilizing integrated marketing functions in personal banking to identify potential wealth management clients, and deepening penetration in various businesses. Lastly, focusing on sustainable and inclusive growth, we actively improve the Bank's sustainable performance and resilience, deepen ESG development in all aspects of the organization, implement corporate governance, strengthen communication with stakeholders, leverage financial influence, continuously support customers in carbon reduction activities, and assist customers in accessing funding for low-carbon transformation and achieving net-zero emissions.

The Bank adheres to the core value of being a "SME specialized bank", utilizes the four dimensions of the strategy map, namely learning and growth, internal processes, customers, and financial perspectives, and incorporates sustainable thinking to provide customers with optimized services. In line with government policies, the Bank assists SMEs in actively transforming and transitioning to the next generation, while offering financial products and services that combine environmental protection and social welfare to meet sustainable needs, so as to achieve the goal of becoming the preferred bank for SMEs.

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The Bank's operation results in 2023 and the business plan for 2024 are summarized as below:

I. Operation Results in 2023

(1) Implementation of Business Plans and Operating Strategies

A. Profitability:

The Bank carried out a capital increase of NT$1.927 billion via transferred earnings and issued stock and cash dividends of NT$0.24 per share and NT$0.10 per share, respectively, for the previous year (2022). Net income after tax for 2023 amounted to NT$10.568 billion (net income before tax was NT$12.403 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 2023, the cumulative average balance of the Bank’s NTD demand deposits was NT$837.109 billion, an increase of NT$34.631 billion from NT$802.478 in 2022, a growth rate of 4.32%.

b. Corporate Banking
1) The Bank won the Group A "Outstanding Bank Award" under the "Program to Encourage Loan Projects by Domestic Banks to SMEs (Phase 17)" organized by the Financial Supervisory Commission (FSC).
2) The Bank won the "Special Award for Balanced Regional Development (Southern Region)" under the "Program to Encourage Loan Projects by Domestic Banks to SMEs (Phase 17)" organized by the Financial Supervisory Commission (FSC).
3) The Bank was awarded as an outstanding bank by the FSC for "Actively participating in financial literacy promotion activities in schools and communities".
4) The Bank won 5 awards from the MOEA for the “SMEs Credit Guarantee Financing Business Outstanding Financial Institutions”, namely the "Youth Entrepreneurship, Start-up and Micro Businesses Support Award", the "Policy Facilitation Award", the "Batch Credit Guarantee Gold Award", the "Collaboration with Corporates Award" and the "Excellent Award for Collections for Guarantee Cases".
5) 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 2023, the Bank focused on the active promotion of expansion measures for various foreign exchange businesses. In 2023, the Bank's accumulated average balance of foreign currency deposits was NT$371.089 billion, representing an increase of NT$33.026 billion or a growth of 9.77% as compared with the average balance of NT$338.063 billion in 2022. In 2023, the Bank's accumulated average balance of foreign currency loans was NT$149.818 billion, representing a decrease of NT$4.139 billion or a decline of 2.69% as compared with the average balance of NT$153.957

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billion in 2022. In 2023, the Bank’s accumulated transaction amount of foreign exchange business was US$63.313 billion, representing a decrease of US$14.146 billion or a decline of 18.26% as compared with US$77.459 billion in 2022.

d. Wealth Management
In 2023, 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$2.711 billion in 2023, representing an increase of NT$795 million or a growth of 41.49% as compared with NT$1.916 billion in 2022.

C. Innovative Products:

a. Continuously promoting digital banking services
1) The Bank actively promoted the Taiwan Pay acquiring business and organized marketing campaigns to raise prevalence of e-payments.
2) The Bank launched the one-stop NTD/FCY digital accounts opening service, and provides special offers and benefits for Hokii digital members, enabling customers to enjoy online deposit, withdrawal, transfer, consumption and other convenient financial services.
3) The Bank enhanced digital marketing and social media presence, and designed a series of marketing campaigns based on the mascot Hokii to increase social media exposure.
4) The Bank combined the Hokii digital account with NFT, incorporating ESG issues emphasized by the government and businesses, and empowering forest conservation with NFT sustainability.
5) The Bank started providing Mobile ID service on its mobile banking App. It allows users to complete authentication with a telecommunication service provider on their mobile devices, and make nondesignated account transfers and other low risk transactions. The Bank also introduced two innovative features, APP Protection Certification and APP Anticounterfeiting Detection.
6) The Bank launched an online personal credit loan application platform.
7) Major awards received:
①The 20th National Brand Yushan Award of 2023
(a) National First Prize - Best Product Category: Taiwan Business Bank x Chao-Tian Temple VR Metaverse Worshiping Experience of Matsu Culture.
(b) National First Prize - Best Popular Brand Award: TBB AI Voice Technology i-Money - a smart assistant in your everyday life.
(c) Best Product Category: Taiwan Business Bank's Mobile Security Protection Shield - shielding the security of your account transactions.
(d) Best Product Category: Taiwan Business Bank's Digital Account NFT - Nurturing a New Life for Trees.

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     - (e) Best Product Category: Taiwan Business Bank's Cloud Counter Digital Application Platform - creating an efficient experience for you!

     - (f) Best Popular Brand Award: Taiwan Business Bank's Digital Community Life Circle - a mobile assistant accompanying you.

     - (g) Best Popular Brand Award: Taiwan Business Bank's Hokii Digital Membership - creating a digital lifestyle universe!

     - (h) Best Popular Brand Award: Taiwan Business Bank's New Official Website, providing an even better experience just for you!

  - ②The 7th CSEA Excellence Awards in 2023

     - (a) Best Customer Service Institution Award

     - (b) Best Customer Experience Institution Award

     - (c) Best Social Media Presence Institution Award

  - ③2023 Outstanding Institution for Promoting e-Money Services

     - (a) Special Contribution Award.

     - (b) Interbank Innovation Award.

  - ④2023 Excellence Bank Ratings: Best Digital Financial Services Award.

b. Developing products aligned with social trends and providing a wide range of services for customers
1) To improve the quality of the Bank's online securities services, the Bank optimized the e-Trade App and the official securities services website to create a digital image for the Bank, increase customer stickiness to the trading platform, and boost website traffic.
2) The Bank launched a stock saving service platform to allow customers to purchase fixed amounts of individual stocks and ETFs on a regular basis to meet the need for small-budget investments and attract young customers to invest in the stock market in order to increase participation in inclusive finance.
3) The Bank introduced an "Integrated Message Notification Platform" to bring four major channels of notifications, including push messages, SMS messages, email, and LINE BC, to one place to keep customers up-to-date on banking transactions and special offers.
4) The Bank launched the "Personalized Notification Settings, Exchange Rate Inquiry/Calculator/Price Alert" service on its official LINE account.
5) The Bank partnered with CTBC Bank to launch the "ATM QR Code Cardless Withdrawal Service".
6) In line with the government's pro-natalist policy, the Bank organized the consumption loans of "Golden Pregnancy" and "Childbirth Consumer Loans," hoping to increase the fertility rates of nationals. As of the end of December 2023, the cumulative number of loan disbursements was 1,764, which amounted to NT$691 million.
D. Expansion of the Scope of Channel Services:
a. The Bank plans for the adjustment of the distribution of all branches to enhance the value of physical channels, in order to provide higher-quality and comprehensive financial services. The relocation of our Chu Tung Branch was completed on August 7, 2023.

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b. To align with the "Blueprint for Developing Taiwan into a Bilingual Nation by 2030" promulgated by the government to create a friendly bilingual financial service environment, the Bank has transformed 78 branches to bilingual branches as of 2023, and will continue to transform 25 branches according to the designated period from 2024. It is expected that all branches will be fully bilingual by 2025.
E. Information Operations and Information Security:
a. Improvement to system and service functions
1) Installation of statistics dashboards: Installed statistics dashboards to be carried by senior managers wherever they go with the goal to quickly increase the amount of data available at hand, and enable managers to view information needed for decision making at anytime.
2) Bank-wide endpoint device management and control system for official business: Installed a bank-wide mobile device management center to allow only authorized users and devices to access the Bank's intranet, in order to ensure the confidentiality and integrity of data transmission.
3) Offline versions of finance/accounting systems at overseas branches: In response to the local implementation plans for overseas branches, the Bank replaced the existing AS400 system with the Windows system, simplifying the system structure and increasing system portability while lowering operating costs.
4) Standardization of racks and cabinets in all domestic branches: Improved on issues such as messy cables and difficulties in inspection/maintenance and modification, and improved troubleshooting efficiency for branch IT equipment.
b. Reinforce the defense mechanism for the information system
1) Duly implemented the Bank’s 2023 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) Implemented the cyber security operation compliance of each overseas branch, including Part 500 of New York Branch, C-RAF 2.0 of Hong Kong Branch and CPS 234 of Australian branches and other regulations. In 2023, all have been submitted to the Board of Directors for review and improvement progress was tracked to comply with the requirements of local competent authorities.
3) White-hat hackers (red team) exercises were organized to identify hidden cyber security risks by simulating real hacker attacks. System management units were also brought in to make improvement and strengthen IS defense capability and response to network attacks on the Bank.
4) Carried out a total of 6 email social engineering drills in 2023 to strengthen employees' awareness of information security, as well as conducted DDoS attack and defense drills to verify the effectiveness of the information security protection mechanism. The results all achieved the expected protection effectiveness.

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5) 3-hour information security awareness courses and 1-hour IoT information security training courses are provided to all employees to raise awareness of information security and increase knowledge of IoT security. Role specific training is also provided to IS personnel, who shall participate in 15 hours or more of cybersecurity professional training or courses to enhance cybersecurity professional skills.
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 2022 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 "2023 Seminar for Antimoney Laundering and Combating the Financing of Terrorism" from May to June of 2023, strengthening the dissemination on deficiencies in internal and external inspections and sharing relevant cases from peers.
2) A "Compliance Officer Seminar" was held in each of the first and second halves of 2023.
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.
d. Reinforcing the control mechanism of the second line of defense
1) To reinforce the strength of audits, we continued to select domestic branches with a higher number of deficiencies found during the internal and external audit in 2023 and conduct on-site visits and random tests for legal compliance and anti-money laundering based on annual key management deficiencies and existing deficiencies in business units.
2) Meetings are held for "major deficiencies and outstanding improvement from previous inspections". Any vulnerability identified will be corrected 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 2022 in accordance with the

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"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 climate-related financial disclosures (TCFD) risks and opportunities for 2022, along with the TCFD signing process, and disclosed TCFD information in the Bank's Sustainability Report.
b. In response to the climate change risk, the Bank formulated the "Taiwan Business Bank Climate Risk Management Guidelines" and the "Operational Guidelines for Responsible Lending/Investment" to stipulate a clear definition of controversial industries.
c. In response to the capital adequacy ratio requirement under the Basel III system, the Bank completed the system development and implementation of the credit risk standardized approach, counterparty credit risk standardized approach, and operational risk and leverage ratio.
d. 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.
e. To comply with the competent authority's requirement to adopt the minimum risk-based capital requirement under the new Basel III in 2025, the Bank conducted system upgrade and performance optimization for the financial transaction management systems.

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 2022 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 29, 2023; May 24, 2023; September 6, 2023; and November 29, 2023. 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.
3) The 2022 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 8 consecutive years, and an Independent Assurance Opinion Statement was issued to the Bank by BSI. It is also confirmed to be completed by Ernst & Young in accordance with SASB Commercial Banking Standards.
4) The "2022 Climate-Related Financial Disclosure (TCFD) Report" was

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completed and released, which was verified by the British Standards Institution (BSI) and rated the highest level of certification - "Level-5+: Excellence".

5) The methodology from PCAF was introduced in performing financial carbon footprint assessments of investment/lending portfolios. Carbon emission reduction targets for investment/lending portfolios were set, and SBT targets were submitted online.
6) The Bank guided businesses towards ESG and low-carbon transformation, and received the National Sustainable Development Award from the National Development Council of the Executive Yuan in 2023.
7) The Bank received the Silver Award in the financial and insurance group of sustainability report division under the 16[th] TCSA Taiwan Corporate Sustainability Awards of 2023 organized by the Taiwan Institute for Sustainable Energy.
8) The Bank won the Green Leadership Award of the Asia Responsible Enterprise Awards (AREA). This helped increase the Bank's visibility and our good corporate image in implementing sustainable development.
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 2023, we have set up 23 Senior Learning Centers across Taiwan, and the cumulative sponsorship has amounted to NT$24.32 million. The cumulative number of beneficiaries is more than 370,000 per year.
2) The Bank continued to promote elder care trust and was awarded the Outstanding Bank of "Phase 2 - Elder Care Trust Award". The Bank also received the "Best Charity Trust Innovation Award", the "Best Elder Care Trust Innovation Award", and the "Best Urban Renewal and Old Building Reconstruction Trust Innovation Award" from the 2023 Commercial Times 3rd Trust Award.
3) The Bank has long supported cultural policies and is dedicated to promoting arts and cultural philanthropy, contributing to the development of cultural and artistic activities. This commitment has been recognized by the Ministry of Culture, which awarded the Bank, a first time nominee, the "Gold Award" at the 16th Arts & Business Awards.
c. Combining environmental sustainability with the core business to promote green financial products
1) To enhance the competitiveness of mortgage loans and guide customers to adopt environmentally friendly, energy saving and carbon reducing lifestyles, thus realizing the principles of environmental, social, and corporate governance (ESG), the Bank launched the "ESG Green Energy Sustainable Project" and "Happy Homeland Mortgage Project" that had disbursed a total of NT$1.909 billion and NT$40.46 billion, respectively, as of the end of December 2023.

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  - 2) To respond to the government's 2050 net zero emissions vision and encourage valued customers to adopt environmentally friendly green consumption patterns, the Bank launched the “Green Go Shopping Loan” consumption loan program, which had disbursed a total of NT$16 million as of the end of December 2023.

  - 3) By injecting funds into environmental protection and green energy related industries and SMEs, and providing upgrade & transformation counseling, sustainable financing and other one-stop services, the Bank guides corporate customers to implement ESG sustainability. A total of 1,177 green energy related loans were approved in 2023.

  - 4) 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$81.917 billion of urban renewal loans were approved in 2023.

  - 5) The Bank launched 5 ESG concept funds in 2023.

d. Fulfilling responsibility for environmental protection and continuing the efforts of energy conservation and carbon emission reduction
- 1) The Ministry of Environment of the Executive Yuan cited the Bank 12 years in a row for outstanding performance in green procurement.
- 2) The Head Office building continued to have ISO 50001 and ISO 14001 energy and environmental management systems implemented. The ISO 50001 energy management system at Chongnan Building was added and a certificate was obtained in 2023.
- 3) The Bank won the Bronze Award at the Ministry of Environment’s "5th National Enterprise Environmental Protection Awards".
- 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.
- 5) For source reduction and more recycling and reuse, the Bank worked with ASUS Foundation on a computer recycling program, which covered computers, monitors, and laptops. A total of 745 computers were recycled in 2023. The program contributed to bridging the digital learning gap for rural areas or charity organizations.
(2) Budget Implementation
A. The annual average balance of deposits was NT$1,850.756 billion, for an achievement rate of 102.22%.
B. The annual average balance of outstanding loans was NT$1,427.895 billion, for an achievement rate of 100.54%.
C. The foreign exchange transactions amounted to US$63.314 billion, for an achievement rate of 78.30%.

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(3) Revenues, Expenditures, and Profitability
A. Net income for 2023 amounted to NT$31.731 billion; bad debt expense, commitment, and provision for guarantee liabilities totaled NT$4.212 billion; operating expenses were NT$15.116 billion; before-tax net income from continuing operations was NT$12.403 billion; net profit after tax was NT$10.568 billion; return on assets ratio (after-tax) amounted to 0.49%; return on equity ratio (after-tax) amounted to 9.43%; net profit margin (after-tax) was 33.30%, and earnings per share (after-tax) was NT$1.29.
B. Net income before taxes (excluding provisions) in 2023 amounted to NT$16.615 billion, an increase of NT$2.2 billion over 2022. NT$4.212 billion was allocated as an allowance for bad debts in order to strengthen risk appetite. Before-tax net profit for 2023 amounted to NT$12.403 billion, an increase of NT$389 million over 2022, primarily due to the increase in net service fee revenue and net revenue of financial products.
C. The non-performing loan (NPL) ratio at the end of 2023 stood at 0.18%, a decrease of 0.02% compared with the end of 2022. The bad-debt coverage ratio was 720.88%, an increase of 67.60% over the end of 2022.
(4) Research and Development
A. Establishment of an Exclusive Unit for Industry Research
- a. A total of 176 industry analysis reports were written and published in the Bank's E-Library in 2023 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 on-the-job studies and absorb new knowledge that will strengthen their competitiveness and enhance their professional know-how.

II. Business Plan for 2024

(1) Operating Directions and Policies
A. Managing risk assets: Strengthening risk control and enhance capital utilization efficiency
- a. Implement risk management in the lending business, improve nonperforming loan recovery performance, and continuously control asset quality.
- b. Strengthen risk control and monitor capital usage to maximize efficiency..
- c. Seek optimal cash flow, adjust fund allocation, and enhance fund utilization efficiency.
B. Diversifying Profit Sources: Customer-centric approach to enhance customer added value.
- a. Enhance information efficiency and accelerate digital transformation to enhance customer experience.
- b. Adjust revenue structure, strengthen various businesses and profits to

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increase operational flexibility.

c. Deepen the management of target customer groups and create diverse sources of income.
C. Sustainable growth and prosperity: Deepening development in all aspects of ESG to enhance sustainable operational performance
a. Improve the Bank’s own sustainable performance and enhance organizational resilience to strengthen response capabilities.
b. Strengthen communication with stakeholders, leverage financial influence, and continuously assist customers in low-carbon transition and achieving net zero emissions.

(2) 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 2024.

A. Annual average deposit balance: NT$1,888.033 billion.
B. Annual average balance of loans outstanding: NT$1,530.725 billion.
C. Total foreign exchange transactions: US$63.556 billion.

III. Results of Latest Credit Rating

Date of Rating	Rating Institution	Ratings	Ratings	Outlook
		Long-term Credit	Short-term Credit
2024.1.25	Taiwan Ratings	twAA-	twA-1+	Stable
2024.1.25	Standard & Poor's	BBB+	A-2	Stable

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KPMG 台北市110615信義路5段7號68樓(台北101大樓) 電話 Tel + 886 2 8101 6666 68F., TAIPEI 101 TOWER, No. 7, Sec. 5, 傳真 Fax + 886 2 8101 6667 Xinyi Road, Taipei City 110615, Taiwan (R.O.C.) 網址 Web kpmg.com/tw

Independent Auditors’ Report

To the Board of Directors of Taiwan Business Bank, Ltd.:

Opinion

We have audited the consolidated financial statements of Taiwan Business Bank, Ltd. and subsidiaries (“the Bank and subsidiaries”), which comprise the consolidated balance sheets as of December 31, 2023 and 2022, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Bank and subsidiaries as of December 31, 2023 and 2022, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Public Held Banks, and with the Regulation Governing the Preparation of Financial Reports by Securities firms.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants, Jing-Kuan-Yin-Zi No.1082731571 and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Bank and subsidiaries in accordance with the Norm of Professional Ethics for Certified Public Account of Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirement. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

The assessment of loans impairment

Please refer to Note 4(f) "Financial Instruments" for related accounting policy, Note 5 (a) for accounting assumptions and estimates, and Note 6(f) "Discount and loans,net" and Note 6 (ap) "Financial Risk Information" for details of loans impairment, respectively.

KPMG, a Taiwan partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.-18-

4-1

Description of key audit matter:

The management of the Bank and subsidiaries assess the impairment of loans by determining if there is any observable evidence indicating impairment, and dividing them into collective assessment and individual assessment based on the materiality levels to measure by different impairment method. For the individual assessment with objective evidence of impairment, the measurement is based on expected future cash flow. For the collective assessment with objective evidence of impairment, the Bank and its subsidairies need to calculate the recovery rate of each group to measure the impairment amount. For the collectively assessed loans without objective evidence of impairment, the impairment is calculated by establishing an impairment model using the pass loss experience on assets with similiar credit risk characteristic to form basic estimation. Besides the methods mentioned above, the management of the Bank and its subsidairies should inspect weather the amount of impairment is in compliance with the minimum level made by the authority. Both the evaluation of impairment evidences and its methods, as well as the uses of assumptions, such as the expected recovery rates and default rates, which are applied to determine the future cash flow, involved significant judgements and estimations. Therefore, the assessment on the impairment of loans has been identified as a key audit matter in our audit.

How the matter was addressed in our audit:

Our principal audit procedures included: understanding the methodology and related control procedure about how the management asseses and measures the impairment amount of loans. For individual assessment, we used sampling test to evaluate the use of the original effective interest rate, the appropriateness of the estimation of future recoverable amounts and value of collateral. For collective assessment, we assessed the impairment model adopted by the management and reviewed the appropriated of the calculation of the impairment parameters and verified the completeness of the loans portfolio via sampling. The impaired amounts recognized by the management were in compliance with the related regulations issued by authority. Meanwile, we assessed whether allowance for the loans meets the requirements.

Other Matter

Taiwan Business Bank, Ltd. has prepared its parent-company-only financial statements as of and for the years ended December 31, 2023 and 2022, on which we have issued an unmodified opinion.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Public Held Banks, and with the IFRSs, IASs, IFRC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Bank and subsidiaries ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Bank and subsidiaries or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including the Audit Committee), are responsible for overseeing the Bank and subsidiaries financial reporting process.

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4-2

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Bank and subsidiaries internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Bank and subsidiaries ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Bank and subsidiaries to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Bank and subsidiaries to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Bank and subsidiaries audit. We remain solely responsible for our audit opinion.

-20-

4-3

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Lee, Feng-Hui and Tsai, Pei-Ju.

KPMG

Taipei, Taiwan (Republic of China) February 21, 2024

Notes to Readers

The accompanying consolidated financial statements are intended only to present the consolidated statement of financial position, financial performance and its cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.

The independent auditors’ report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language auditors’ report and consolidated financial statements, the Chinese version shall prevail.

-21-

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)

TAIWAN BUSINESS BANK, LTD. AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

Assets 11000 Cash and cash equivalents (Notes 6(a) and 7) 11500 Due from the Central Bank and call loans to banks (Notes 6(b) and 7) 12000 Financial assets at fair value through profit or loss (Note 6(c)) 12100 Financial assets at fair value through other comprehensive income (Notes 6(g) and (q)) 12200 Investment in debt instruments at amortized cost (Note 6(h)) 12500 Securities purchased under resell agreements (Note 6(d)) 13000 Receivables (Note 6(e)) 13200 Current tax assets 13500 Discounts and loans, net (Notes 6(f) and 7) 15000 Investments accounted for using equity method (Note 6(i)) 15500 Other financial assets (Note 6(j)) 18500 Property and equipment, net (Note 6(k)) 18600 Right-of-use assets, net (Note 6(l)) 19000 Intangible assets, net 19300 Deferred tax assets (Note 6(z)) 19500 Other assets, net (Note 6(m)) Total assets	December 31, 2023 Amount % $ 34,356,881 2 119,931,580 5 73,366,025 3 189,415,924 9 252,895,142 11 7,110,485 - 11,907,936 1 351,197 - 1,491,313,443 68 - - 8,227 - 14,046,879 1 1,284,449 - 921,536 - 2,015,839 - 10,888,988 - $ 2,209,814,531 100	December 31, 2022 Amount % 49,260,262 2 148,557,744 7 33,913,114 2 160,000,410 8 236,774,247 11 797,893 - 9,057,109 - 350,069 - 1,400,112,365 68 808 - 10,315 - 14,121,833 1 1,212,593 - 757,216 - 1,777,199 - 15,782,948 1 2,072,486,125 100 Liabilities and Equity Liabilities 21000 Deposits from the Central Bank and banks (Notes 6(n) and 7) 21500 Due to the Central Bank and banks (Note 6(o)) 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)) 23000 Payables (Note 6(r)) 23200 Current tax liabilities 23500 Deposits and remittances (Notes 6(s) and 7) 24000 Bank notes payable (Note 6(t)) 25500 Other financial liabilities (Note 6(u)) 25600 Provisions (Note 6(v)) 26000 Lease liabilities (Note 6(w)) 29300 Deferred tax liabilities (Note 6(z)) 29500 Other liabilities (Note 6(x)) Total liabilities Equity attributable to owners of parent 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 Total liabilities and equity	December 31, 2023	December 31, 2023		December 31, 2022
			Amount	%		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
			$ 163,162,556 1,431,840 9,394,136 1,786,715 24,342,295 101,003 1,823,413,234 53,850,000 2,136,402 2,903,375 1,319,108 878,623 4,972,959 2,089,692,246 82,224,061 815,900 20,028,865 3,954,803 12,114,062 984,594 120,122,285 $ 2,209,814,531	7 - - - 1 - 83 3 - - - - - 94 4 - 1 - 1 - 6 100

See accompanying notes to consolidated financial statements.

-22-

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

TAIWAN BUSINESS BANK, LTD. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2023 and 2022

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

For the years ended December 31,	For the years ended December 31,	For the years ended December 31,
2023	% 154 (95) 59 14 21 4 - 1 - - - 1 100 (13) (28) (4) (15) (47) 40 6 34 (1) 14 - 13 - 6 - 6 19 53 1.29 1.28	2022 Amount 33,300,102 (13,072,129) 20,227,973 3,951,892 1,540,238 1,462,681 1,981 923,295 11,689 (1,192) 83,689 326,877 28,529,123 (2,386,062) (8,875,692) (1,229,876) (3,997,701) (14,103,269) 12,039,792 1,917,940 10,121,852 557,098 (2,347,122) 111,419 (1,901,443) 1,511,789 (6,238,235) 272,357 (4,998,803) (6,900,246) 3,221,606
Amount $ 49,116,713 (30,411,203) 18,705,510 4,617,356 6,718,444 1,234,707 170 196,130 (15,335) (808) 72,693 384,677 31,913,544 (4,226,518) (9,079,004) (1,272,085) (4,908,130) (15,259,219) 12,427,807 1,860,132 10,567,675 (233,043) 4,553,627 (46,609) 4,367,193 (39,156) 1,931,940 9,656 1,883,128 6,250,321 $ 16,817,996 $ $

See accompanying notes to consolidated financial statements.

-23-

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

TAIWAN BUSINESS BANK, LTD. AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

For the years ended December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

			Attributable to owners of parent	Attributable to owners of parent		Other equity interest Unrealized gains Exchange differences on translation of foreign financial statements (losses) on financial assets measured at fair value through other comprehensive income	Other equity interest Unrealized gains Exchange differences on translation of foreign financial statements (losses) on financial assets measured at fair value through other comprehensive income	Total
Share capital	Capital surplus		Retained earnings
Common stock		Legal reserve	Special reserve	Unappropriated retained earnings	Total	Exchange differences on translation of foreign financial statements
$ 77,431,952 - - - - - 2,864,982 - 80,296,934 - - - - - - 1,927,127 - $ 82,224,061	815,900 - -	15,693,140 - -	185,128 - -	5,227,632 10,121,852 445,679	21,105,900 10,121,852 445,679	(1,807,265) - 1,209,432 1,209,432 - - - - (597,833) - (31,325) (31,325) - - - - - (629,158)	4,113,485 - (8,555,357) (8,555,357) - - - 1,270,030 (3,171,842) - 6,468,080 6,468,080 - - - - (1,682,486) 1,613,752	101,659,972 10,121,852 (6,900,246) 3,221,606 - (774,320) - - 104,107,258 10,567,675 6,250,321 16,817,996 - - (802,969) - - 120,122,285
	-	-	-	10,567,531	10,567,531
	- - - -	1,546,475 - - -	- - - -
	815,900 - -	17,239,615 - -	185,128 - -
	-	-	-
	- - - - -	2,789,250 - - - -	- 3,769,675 - - -
	815,900	20,028,865	3,954,803

See accompanying notes to consolidated financial statements.

-24-

(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, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities: Net income before tax Adjustments: Income and expences items: Depreciation expense Amortization expense Provision for bad debt expense Net (gains) losses 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 (reversal of impairment loss) on financial assets Other items Total adjustments to reconcile profit (loss) Changes in operating assets and liabilities: Changes in operating assets: Decrease in due from the central bank and call loans to banks (Increase) decrease in financial assets at fair value through profit or loss (Increase) decrease in securities purchased under resell agreements Increase in receivables Increase in discounts and loans Decrease in other financial assets Decrease (increase) in other assets Total changes in operating assets Changes in operating liabilities: (Decrease) increase in deposits from the central bank and banks (Decrease) increase in financial liabilities at fair value through profit or loss (Decrease) 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 from (used in) 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 (decrease) in refundable deposits Acquisition of intangible assets Net cash flows (used in) from investing activities Cash flows from (used in) financing activities: Increase (decrease) in due to the central bank and banks Proceeds from issuing bank notes payable Repayments of bank notes payable (Decrease) increase in guarantee deposits received Payment of lease liabilities Increase (decrease) in other liabilities Cash dividends paid Net cash flows from (used in) financing activities Effect of exchange rate changes on cash and cash equivalents Net (decrease) 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, 2023 2022 $ 12,427,807 12,039,792 985,755 980,783 286,330 249,093 4,188,472 2,378,872 (1,936,453) 86,901 30,411,203 13,072,129 (170) (1,981) (49,116,713) (33,300,102) 47,333 (21,496) (6,677) 29,220 808 1,192 1,660 925 15,335 (11,689) 14 (3,817) (15,123,103) (16,539,970) 28,631,604 9,550,611 (37,360,746) 7,234,305 (6,312,592) 7,033,381 (1,514,546) (75,360) (95,379,615) (100,231,972) 13,018 25,244 4,620,986 (1,988,898) (107,301,891) (78,452,689) (31,803,621) 92,425,862 (687,101) 925,569 (676,276) 402,298 (447,852) (3,682,123) 149,832,971 4,923,441 (774,179) (1,454,713) (46,312) (196,272) 115,397,630 93,344,062 8,095,739 14,891,373 (7,027,364) (1,648,597) 5,400,443 10,391,195 47,746,448 31,992,358 (27,563,323) (11,090,974) (2,596,783) (648,645) 22,986,785 30,643,934 (22,939,444) (11,055,764) (219,827,853) (188,506,846) 203,701,380 230,783,092 - (2,000) (527,576) (318,336) 109 73 233,749 (2,227,141) (399,651) (288,288) (39,759,286) 28,384,790 300,815 (49,130,565) 9,000,000 - (7,400,000) - (1,984,985) 2,104,548 (442,420) (420,428) 3,194,862 (1,081,839) (802,969) (774,320) 1,865,303 (49,302,604) 3,817 90,110 (14,903,381) 9,816,230 49,260,262 39,444,032 $ 34,356,881 49,260,262
	2023 $ 12,427,807 985,755 286,330 4,188,472 (1,936,453) 30,411,203 (170) (49,116,713) 47,333 (6,677) 808 1,660 15,335 14 (15,123,103) 28,631,604 (37,360,746) (6,312,592) (1,514,546) (95,379,615) 13,018 4,620,986 (107,301,891) (31,803,621) (687,101) (676,276) (447,852) 149,832,971 (774,179) (46,312) 115,397,630 8,095,739 (7,027,364) 5,400,443 47,746,448 (27,563,323) (2,596,783) 22,986,785 (22,939,444) (219,827,853) 203,701,380 - (527,576) 109 233,749 (399,651) (39,759,286) 300,815 9,000,000 (7,400,000) (1,984,985) (442,420) 3,194,862 (802,969) 1,865,303 3,817 (14,903,381) 49,260,262 $ 34,356,881

Cash flows from operating activities:
Net income before tax
Adjustments:
Income and expences items:
Depreciation expense
Amortization expense
Provision for bad debt expense
Net (gains) losses 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 (reversal of impairment loss) on financial assets
Other items
Total adjustments to reconcile profit (loss)
Changes in operating assets and liabilities:
Changes in operating assets:
Decrease in due from the central bank and call loans to banks
(Increase) decrease in financial assets at fair value through profit or loss
(Increase) decrease in securities purchased under resell agreements
Increase in receivables
Increase in discounts and loans
Decrease in other financial assets
Decrease (increase) in other assets
Total changes in operating assets
Changes in operating liabilities:
(Decrease) increase in deposits from the central bank and banks
(Decrease) increase in financial liabilities at fair value through profit or loss
(Decrease) 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 from (used in) 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 (decrease) in refundable deposits
Acquisition of intangible assets
Net cash flows (used in) from investing activities
Cash flows from (used in) financing activities:
Increase (decrease) in due to the central bank and banks
Proceeds from issuing bank notes payable
Repayments of bank notes payable
(Decrease) increase in guarantee deposits received
Payment of lease liabilities
Increase (decrease) in other liabilities
Cash dividends paid
Net cash flows from (used in) financing activities
Effect of exchange rate changes on cash and cash equivalents
Net (decrease) 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,
2023
2022
$ 12,427,807
12,039,792
985,755
980,783
286,330
249,093
4,188,472
2,378,872
(1,936,453)
86,901
30,411,203
13,072,129
(170)
(1,981)
(49,116,713)
(33,300,102)
47,333
(21,496)
(6,677)
29,220
808
1,192
1,660
925
15,335
(11,689)
14
(3,817)
(15,123,103)
(16,539,970)
28,631,604
9,550,611
(37,360,746)
7,234,305
(6,312,592)
7,033,381
(1,514,546)
(75,360)
(95,379,615)
(100,231,972)
13,018
25,244
4,620,986
(1,988,898)
(107,301,891)
(78,452,689)
(31,803,621)
92,425,862
(687,101)
925,569
(676,276)
402,298
(447,852)
(3,682,123)
149,832,971
4,923,441
(774,179)
(1,454,713)
(46,312)
(196,272)
115,397,630
93,344,062
8,095,739
14,891,373
(7,027,364)
(1,648,597)
5,400,443
10,391,195
47,746,448
31,992,358
(27,563,323)
(11,090,974)
(2,596,783)
(648,645)
22,986,785
30,643,934
(22,939,444)
(11,055,764)
(219,827,853)
(188,506,846)
203,701,380
230,783,092
-
(2,000)
(527,576)
(318,336)
109
73
233,749
(2,227,141)
(399,651)
(288,288)
(39,759,286)
28,384,790
300,815
(49,130,565)
9,000,000
-
(7,400,000)
-
(1,984,985)
2,104,548
(442,420)
(420,428)
3,194,862
(1,081,839)
(802,969)
(774,320)
1,865,303
(49,302,604)
3,817
90,110
(14,903,381)
9,816,230
49,260,262
39,444,032
$
34,356,881
49,260,262

2023
$ 12,427,807
985,755
286,330
4,188,472
(1,936,453)
30,411,203
(170)
(49,116,713)
47,333
(6,677)
808
1,660
15,335
14
(15,123,103)
28,631,604
(37,360,746)
(6,312,592)
(1,514,546)
(95,379,615)
13,018
4,620,986
(107,301,891)
(31,803,621)
(687,101)
(676,276)
(447,852)
149,832,971
(774,179)
(46,312)
115,397,630
8,095,739
(7,027,364)
5,400,443
47,746,448
(27,563,323)
(2,596,783)
22,986,785
(22,939,444)
(219,827,853)
203,701,380
-
(527,576)
109
233,749
(399,651)
(39,759,286)
300,815
9,000,000
(7,400,000)
(1,984,985)
(442,420)
3,194,862
(802,969)
1,865,303
3,817
(14,903,381)
49,260,262
$
34,356,881

See accompanying notes to consolidated financial statements.

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KPMG

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Independent Auditors’ Report

To the Board of Directors of Taiwan Business Bank Ltd.:

Opinion

We have audited the financial statements of Taiwan Business Bank Ltd. (“the Bank”), which comprise the balance sheets as of December 31, 2023 and 2022, the statements of comprehensive income, changes in equity and cash flows for the years then ended and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Bank as of December 31, 2023 and 2022, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Public Held Banks, and with the Regulation Governing the preparation of Financial Reports by Securities Firms.

Basis for Opinion

We conducted our audits of the current period in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants, Jin-Kuan-Yin-Zi No.1082731571 and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Bank and subsidiaries in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China ("the Code"), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

The assessment of loans impairment

Please refer to Note (4) (e) "Financial Instruments" for related accounting policy, Note 5 (a) for accounting assumptions and estimates, and Note 6 (f) "Discount and loans, net" and Note 6 (ao) "Financial Risk Information" for details of loans impairment, respectively.

3-1

Description of key audit matter `：`

The management of the Bank assess the impairment of loans by determining if there is any observable evidence indicating impairment, and dividing them into collective assessment and individual assessment based on the materiality levels to measure by different impairment method. For the individual assessment with objective evidence of impairment, the measurement is based on expected future cash flow. For the collective assessment with objective evidence of impairment, the Bank needs to calculate the recovery rate of each group to measure the impairment amount. For the collectively assessed loans without objective evidence of impairment, the impairment is calculated by establishing an impairment model using the pass loss experience on assets with similiar credit risk characteristic to form basic estimation. Besides the methods mentioned above, the management of the Bank should inspect weather the amount of impairment is in compliance with the minimum level made by the authority. Both the evaluation of impairment evidences and its methods, as well as the uses of assumptions, such as the expected recovery rates and default rates, which are applied to determine the future cash flow, involved significant judgements and estimations. Therefore, the assessment on the impairment of loans has been identified as a key audit matter in our audit.

How the matter was addressed in our audit:

Our principal audit procedures included: understanding the methodology and related control procedure about how the management asseses and measures the impairment amount of loans. For individual assessment, we used sampling test to evaluate the use of the original effective interest rate, the appropriateness of the estimation of future recoverable amounts and value of collateral. For collective assessment, we assessed the impairment model adopted by the management and reviewed the appropriated of the calculation of the impairment parameters and verified the completeness of the loans portfolio via sampling. Meanwhile, we assessed the impaired amounts recognized by the management were in compliance with the related regulations issued by authonity.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Public Held Banks, and the Regulations Governing the Preparation of Financial Reports by Securities Firms, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Bank’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Bank or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including the Audit Committee) are responsible for overseeing the Bank’ s financial reporting process.

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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3-2

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Bank’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Bank’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Bank to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on this financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

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3-3

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Lee, Feng-Hui and Tsai, Pei-Ju.

KPMG

Taipei, Taiwan (Republic of China) February 21, 2024

Notes to Readers

The accompanying financial statements are intended only to present the statement of financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally accepted and applied in the Republic of China.

The independent auditors’ report and the accompanying financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language auditors’ report and financial statements, the Chinese version shall prevail.

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(English Translation of Financial Statements and Report Originally Issued in Chinese)

TAIWAN BUSINESS BANK LTD.

Balance Sheets

December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

Assets 11000 Cash and cash equivalents (Notes 6(a) and 7) 11500 Due from the central bank and call loans to banks (Notes 6(b) and 7) 12000 Financial assets at fair value through profit or loss (Note 6(c)) 12100 Financial assets at fair value through other comprehensive income (Notes 6(g) and (p)) 12200 Investment in debt instruments at amortized cost (Note 6(h)) 12500 Securities purchased under resell agreements (Note 6(d)) 13000 Receivables (Note 6(e)) 13200 Current tax assets 13500 Discounts and loans, net (Notes 6(f) and 7) 15000 Investments measured by equity method (Note 6(i)) 15500 Other financial assets (Note 6(j)) 18500 Property and equipment, net (Note 6(k)) 18600 Right-of-use assets, net (Note 6(l)) 19000 Intangible assets, net 19300 Deferred tax assets (Note 6(y)) 19500 Other assets, net (Note 6(m)) Total assets	December 31, 2023 Amount % $ 34,214,743 2 119,930,709 5 71,930,908 3 189,386,292 9 252,895,142 11 7,110,485 - 8,598,290 - 348,724 - 1,491,313,443 69 3,619,545 - 8,227 - 14,042,775 1 1,264,200 - 910,921 - 1,984,845 - 10,854,727 - $ 2,208,413,976 100	December 31, 2022 Amount % 48,879,847 2 148,557,154 7 32,536,757 2 159,970,603 8 236,774,247 11 797,893 - 6,469,268 - 348,724 - 1,400,112,365 68 3,497,456 - 10,315 - 14,118,286 1 1,189,528 - 756,703 - 1,752,566 - 15,763,696 1 2,071,535,408 100 Liabilities and Equity Liabilities 21000 Deposits from the Central Bank and banks (Notes 6(n) and 7) 22000 Financial liabilities at fair value through profit or loss (Notes 6(o) and (s)) 22500 Notes and bonds issued under repurchase agreement (Note 6(p)) 23000 Payables (Note 6(q)) 23200 Current tax liabilities 23500 Deposits and remittances (Notes 6(r) and 7) 24000 Bank notes payable (Note 6(s)) 25500 Other financial liabilities (Note 6(t)) 25600 Provisions (Note 6(u)) 26000 Lease liabilities (Note 6(v)) 29300 Deferred tax liabilities (Note 6(y)) 29500 Other liabilities (Note 6(w)) Total liabilities Equity: 31101 Common stock (Note 6(x)) 31500 Capital surplus (Note 6(x)) Retained earnings: 32001 Legal reserve (Note 6(x)) 32003 Special reserve (Note 6(x)) 32005 Unappropriated retained earnings (Note 6(x)) 32500 Other equity interest (Note 6(x)) Total equity Total liabilities and equity	December 31, 2023	December 31, 2023		December 31, 2022
			Amount	%		Amount % 194,966,177 9 9,925,525 1 2,462,991 - 21,441,496 1 1,086,481 - 1,673,936,069 81 52,250,000 3 2,910,581 - 2,676,102 - 1,216,510 - 879,056 - 3,677,162 - 1,967,428,150 95 80,296,934 4 815,900 - 17,239,615 1 185,128 - 9,339,356 - (3,769,675) - 104,107,258 5 2,071,535,408 100
			$ 163,162,556 9,394,136 1,786,715 24,309,376 86,582 1,823,637,803 53,850,000 2,136,402 2,903,375 1,298,137 878,623 4,847,986 2,088,291,691 82,224,061 815,900 20,028,865 3,954,803 12,114,062 984,594 120,122,285 $ 2,208,413,976	7 - - 1 - 83 3 - - - - - 94 4 - 1 - 1 - 6 100

See accompanying notes to financial statements.

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(English Translation of Financial Statements Originally Issued in Chinese)

TAIWAN BUSINESS BANK LTD.

Statements of Comprehensive Income

For the years ended December 31, 2023 and 2022

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

For the years ended December 31, Percent 2023 2022 Change Amount % Amount % % $ 48,923,367 154 33,136,301 117 48 (30,355,987) (96) (13,046,962) (46) 133 18,567,380 58 20,089,339 71 (8) 4,580,518 14 3,934,425 14 16 6,547,250 21 1,244,071 4 426 1,234,379 4 1,462,569 5 (16) 170 - 1,981 - (91) 194,592 1 925,170 3 (79) (15,335) - 11,689 - 231 187,631 1 320,283 1 (41) 49,551 - 63,071 - (21) 384,677 1 326,877 2 18 31,730,813 100 28,379,475 100 12 (4,211,437) (13) (2,401,068) (8) 75 (8,986,358) (28) (8,783,271) (31) 2 (1,262,659) (4) (1,220,945) (4) 3 (4,867,037) (15) (3,960,406) (14) 23 (15,116,054) (47) (13,964,622) (49) 8 12,403,322 40 12,013,785 43 3 1,835,647 6 1,891,933 7 (3) 10,567,675 34 10,121,852 36 4 (233,043) (1) 557,098 2 (142) 4,553,802 14 (2,342,393) (8) 294 (175) - (4,729) - 96 (46,609) - 111,419 - (142) 4,367,193 13 (1,901,443) (6) 330 (20,714) - 1,497,223 5 (101) 1,931,940 6 (6,238,235) (22) 131 (14,754) - 11,653 - (227) 13,344 - 269,444 1 95 1,883,128 6 (4,998,803) (18) (138) 6,250,321 19 (6,900,246) (24) 191 $ 16,817,996 53 3,221,606 12 422 $ 1.29 1.23 $ 1.28 1.23	For the years ended December 31, Percent 2023 2022 Change Amount % Amount % % $ 48,923,367 154 33,136,301 117 48 (30,355,987) (96) (13,046,962) (46) 133 18,567,380 58 20,089,339 71 (8) 4,580,518 14 3,934,425 14 16 6,547,250 21 1,244,071 4 426 1,234,379 4 1,462,569 5 (16) 170 - 1,981 - (91) 194,592 1 925,170 3 (79) (15,335) - 11,689 - 231 187,631 1 320,283 1 (41) 49,551 - 63,071 - (21) 384,677 1 326,877 2 18 31,730,813 100 28,379,475 100 12 (4,211,437) (13) (2,401,068) (8) 75 (8,986,358) (28) (8,783,271) (31) 2 (1,262,659) (4) (1,220,945) (4) 3 (4,867,037) (15) (3,960,406) (14) 23 (15,116,054) (47) (13,964,622) (49) 8 12,403,322 40 12,013,785 43 3 1,835,647 6 1,891,933 7 (3) 10,567,675 34 10,121,852 36 4 (233,043) (1) 557,098 2 (142) 4,553,802 14 (2,342,393) (8) 294 (175) - (4,729) - 96 (46,609) - 111,419 - (142) 4,367,193 13 (1,901,443) (6) 330 (20,714) - 1,497,223 5 (101) 1,931,940 6 (6,238,235) (22) 131 (14,754) - 11,653 - (227) 13,344 - 269,444 1 95 1,883,128 6 (4,998,803) (18) (138) 6,250,321 19 (6,900,246) (24) 191 $ 16,817,996 53 3,221,606 12 422 $ 1.29 1.23 $ 1.28 1.23	For the years ended December 31, Percent 2023 2022 Change Amount % Amount % % $ 48,923,367 154 33,136,301 117 48 (30,355,987) (96) (13,046,962) (46) 133 18,567,380 58 20,089,339 71 (8) 4,580,518 14 3,934,425 14 16 6,547,250 21 1,244,071 4 426 1,234,379 4 1,462,569 5 (16) 170 - 1,981 - (91) 194,592 1 925,170 3 (79) (15,335) - 11,689 - 231 187,631 1 320,283 1 (41) 49,551 - 63,071 - (21) 384,677 1 326,877 2 18 31,730,813 100 28,379,475 100 12 (4,211,437) (13) (2,401,068) (8) 75 (8,986,358) (28) (8,783,271) (31) 2 (1,262,659) (4) (1,220,945) (4) 3 (4,867,037) (15) (3,960,406) (14) 23 (15,116,054) (47) (13,964,622) (49) 8 12,403,322 40 12,013,785 43 3 1,835,647 6 1,891,933 7 (3) 10,567,675 34 10,121,852 36 4 (233,043) (1) 557,098 2 (142) 4,553,802 14 (2,342,393) (8) 294 (175) - (4,729) - 96 (46,609) - 111,419 - (142) 4,367,193 13 (1,901,443) (6) 330 (20,714) - 1,497,223 5 (101) 1,931,940 6 (6,238,235) (22) 131 (14,754) - 11,653 - (227) 13,344 - 269,444 1 95 1,883,128 6 (4,998,803) (18) (138) 6,250,321 19 (6,900,246) (24) 191 $ 16,817,996 53 3,221,606 12 422 $ 1.29 1.23 $ 1.28 1.23
2023	% 154 (96) 58 14 21 4 - 1 - 1 - 1 100 (13) (28) (4) (15) (47) 40 6 34 (1) 14 - - 13 - 6 - - 6 19 53 1.29 1.28	2022 Amount 33,136,301 (13,046,962) 20,089,339 3,934,425 1,244,071 1,462,569 1,981 925,170 11,689 320,283 63,071 326,877 28,379,475 (2,401,068) (8,783,271) (1,220,945) (3,960,406) (13,964,622) 12,013,785 1,891,933 10,121,852 557,098 (2,342,393) (4,729) 111,419 (1,901,443) 1,497,223 (6,238,235) 11,653 269,444 (4,998,803) (6,900,246) 3,221,606
Amount $ 48,923,367 (30,355,987) 18,567,380 4,580,518 6,547,250 1,234,379 170 194,592 (15,335) 187,631 49,551 384,677 31,730,813 (4,211,437) (8,986,358) (1,262,659) (4,867,037) (15,116,054) 12,403,322 1,835,647 10,567,675 (233,043) 4,553,802 (175) (46,609) 4,367,193 (20,714) 1,931,940 (14,754) 13,344 1,883,128 6,250,321 $ 16,817,996 $ $

See accompanying notes to financial statements.

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(English Translation of Financial Statements Originally Issued in Chinese)

TAIWAN BUSINESS BANK LTD.

Statements of Changes in Equity

For the years ended December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

Share capital	Capital surplus		Retained earnings	Retained earnings		Other equity interest Unrealized gains Exchange differences on translation of foreign financial statements (losses) from financial assets measured at fair value through other comprehensive income	Other equity interest Unrealized gains Exchange differences on translation of foreign financial statements (losses) from financial assets measured at fair value through other comprehensive income	Total
Common stock		Legal reserve	Special reserve	Unappropriated retained earnings	Total	Exchange differences on translation of foreign financial statements
$ 77,431,952 - - - - - 2,864,982 - 80,296,934 - - - - - - 1,927,127 - $ 82,224,061	815,900 - -	15,693,140 - -	185,128 - -	5,227,632 10,121,852 445,679	21,105,900 10,121,852 445,679	(1,807,265) - 1,209,432 1,209,432 - - - - (597,833) - (31,325) (31,325) - - - - - (629,158)	4,113,485 - (8,555,357) (8,555,357) - - - 1,270,030 (3,171,842) - 6,468,080 6,468,080 - - - - (1,682,486) 1,613,752	101,659,972 10,121,852 (6,900,246) 3,221,606 - (774,320) - - 104,107,258 10,567,675 6,250,321 16,817,996 - - (802,969) - - 120,122,285
	-	-	-	10,567,531	10,567,531
	- - - -	1,546,475 - - -	- - - -
	815,900 - -	17,239,615 - -	185,128 - -
	-	-	-
	- - - - -	2,789,250 - - - -	- 3,769,675 - - -
	815,900	20,028,865	3,954,803

See accompanying notes to financial statements.

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(English Translation of Financial Statements Originally Issued in Chinese)

TAIWAN BUSINESS BANK LTD.

Statements of Cash Flows

For the years ended December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities: Net income before tax Adjustments: Income and expenses items: Depreciation expense Amortization expense Provision for bad debt expense Net (gains) 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 Dividend income Net change in provisions for guarantee liabilities Net change in other provisions Share of profit of subsidiaries, associates and joint ventures accounted for using equity method Loss on disposal of property and equipment Impairment loss (reversal of impairment loss) on financial assets Other items Total adjustments to reconcile profit (loss) Changes in operating assets and liabilities: Changes in operating assets: Decrease in due from the central bank and call loans to banks (Increase) decrease in financial assets at fair value through profit or loss (Increase) decrease in securities purchased under resell agreements (Increase) decrease in receivables Increase in discounts and loans Decrease in other financial assets Decrease (increase) in other assets Total changes in operating assets Changes in operating liabilities: (Decrease) increase in deposits from the central bank and banks (Decrease) increase in financial liabilities at fair value through profit or loss (Decrease) 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 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 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 (used in) from investing activities Cash flows from financing activities: Decrease in due to the central bank and banks Proceeds from issuing bank notes payable Repayments of bank notes payable (Decrease) increase in guarantee deposits received Payment of lease liabilities Increase (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 (Decrease) 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, 2023 2022 $ 12,403,322 12,013,785 976,770 972,173 285,889 248,772 4,171,534 2,394,782 (1,927,531) 370,320 30,355,987 13,046,962 (170) (1,981) (48,923,367) (33,136,301) 50,135 7,161 47,333 (21,496) (6,677) 29,220 (187,631) (320,283) 1,660 944 15,335 (11,689) 14 (3,817) (15,140,719) (16,425,233) 28,631,885 9,550,686 (37,310,908) 7,315,066 (6,312,592) 7,033,381 (774,355) 479,288 (95,379,615) (100,231,972) 13,018 25,244 4,654,805 (2,091,463) (106,477,762) (77,919,770) (31,803,621) 92,425,862 (687,101) 925,569 (676,276) 402,298 (404,672) (3,679,471) 149,701,734 4,896,080 (774,179) (1,454,713) (46,312) (196,272) 115,309,573 93,319,353 8,831,811 15,399,583 (6,308,908) (1,025,650) 6,094,414 10,988,135 47,551,514 31,841,928 (27,506,094) (11,071,317) (2,595,655) (649,535) 23,544,179 31,109,211 (22,939,444) (11,055,765) (219,827,853) (188,506,846) 203,701,380 230,783,092 (525,642) (317,194) 109 54 - (2,223,467) 233,859 - (389,007) (288,032) (39,746,598) 28,391,842 - (49,713,800) 9,000,000 - (7,400,000) - (2,013,893) 2,081,139 (434,329) (413,133) 3,184,717 (1,077,706) (802,969) (774,320) 1,533,526 (49,897,820) 3,789 87,461 (14,665,104) 9,690,694 48,879,847 39,189,153 $ 34,214,743 48,879,847
	2023 $ 12,403,322 976,770 285,889 4,171,534 (1,927,531) 30,355,987 (170) (48,923,367) 50,135 47,333 (6,677) (187,631) 1,660 15,335 14 (15,140,719) 28,631,885 (37,310,908) (6,312,592) (774,355) (95,379,615) 13,018 4,654,805 (106,477,762) (31,803,621) (687,101) (676,276) (404,672) 149,701,734 (774,179) (46,312) 115,309,573 8,831,811 (6,308,908) 6,094,414 47,551,514 (27,506,094) (2,595,655) 23,544,179 (22,939,444) (219,827,853) 203,701,380 (525,642) 109 - 233,859 (389,007) (39,746,598) - 9,000,000 (7,400,000) (2,013,893) (434,329) 3,184,717 (802,969) 1,533,526 3,789 (14,665,104) 48,879,847 $ 34,214,743

Cash flows from operating activities:
Net income before tax
Adjustments:
Income and expenses items:
Depreciation expense
Amortization expense
Provision for bad debt expense
Net (gains) 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
Dividend income
Net change in provisions for guarantee liabilities
Net change in other provisions
Share of profit of subsidiaries, associates and joint ventures accounted for using equity method
Loss on disposal of property and equipment
Impairment loss (reversal of impairment loss) on financial assets
Other items
Total adjustments to reconcile profit (loss)
Changes in operating assets and liabilities:
Changes in operating assets:
Decrease in due from the central bank and call loans to banks
(Increase) decrease in financial assets at fair value through profit or loss
(Increase) decrease in securities purchased under resell agreements
(Increase) decrease in receivables
Increase in discounts and loans
Decrease in other financial assets
Decrease (increase) in other assets
Total changes in operating assets
Changes in operating liabilities:
(Decrease) increase in deposits from the central bank and banks
(Decrease) increase in financial liabilities at fair value through profit or loss
(Decrease) 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 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 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 (used in) from investing activities
Cash flows from financing activities:
Decrease in due to the central bank and banks
Proceeds from issuing bank notes payable
Repayments of bank notes payable
(Decrease) increase in guarantee deposits received
Payment of lease liabilities
Increase (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 (Decrease) 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,
2023
2022
$ 12,403,322
12,013,785
976,770
972,173
285,889
248,772
4,171,534
2,394,782
(1,927,531)
370,320
30,355,987
13,046,962
(170)
(1,981)
(48,923,367)
(33,136,301)
50,135
7,161
47,333
(21,496)
(6,677)
29,220
(187,631)
(320,283)
1,660
944
15,335
(11,689)
14
(3,817)
(15,140,719)
(16,425,233)
28,631,885
9,550,686
(37,310,908)
7,315,066
(6,312,592)
7,033,381
(774,355)
479,288
(95,379,615)
(100,231,972)
13,018
25,244
4,654,805
(2,091,463)
(106,477,762)
(77,919,770)
(31,803,621)
92,425,862
(687,101)
925,569
(676,276)
402,298
(404,672)
(3,679,471)
149,701,734
4,896,080
(774,179)
(1,454,713)
(46,312)
(196,272)
115,309,573
93,319,353
8,831,811
15,399,583
(6,308,908)
(1,025,650)
6,094,414
10,988,135
47,551,514
31,841,928
(27,506,094)
(11,071,317)
(2,595,655)
(649,535)
23,544,179
31,109,211
(22,939,444)
(11,055,765)
(219,827,853)
(188,506,846)
203,701,380
230,783,092
(525,642)
(317,194)
109
54
-
(2,223,467)
233,859
-
(389,007)
(288,032)
(39,746,598)
28,391,842
-
(49,713,800)
9,000,000
-
(7,400,000)
-
(2,013,893)
2,081,139
(434,329)
(413,133)
3,184,717
(1,077,706)
(802,969)
(774,320)
1,533,526
(49,897,820)
3,789
87,461
(14,665,104)
9,690,694
48,879,847
39,189,153
$
34,214,743
48,879,847

2023
$ 12,403,322
976,770
285,889
4,171,534
(1,927,531)
30,355,987
(170)
(48,923,367)
50,135
47,333
(6,677)
(187,631)
1,660
15,335
14
(15,140,719)
28,631,885
(37,310,908)
(6,312,592)
(774,355)
(95,379,615)
13,018
4,654,805
(106,477,762)
(31,803,621)
(687,101)
(676,276)
(404,672)
149,701,734
(774,179)
(46,312)
115,309,573
8,831,811
(6,308,908)
6,094,414
47,551,514
(27,506,094)
(2,595,655)
23,544,179
(22,939,444)
(219,827,853)
203,701,380
(525,642)
109
-
233,859
(389,007)
(39,746,598)
-
9,000,000
(7,400,000)
(2,013,893)
(434,329)
3,184,717
(802,969)
1,533,526
3,789
(14,665,104)
48,879,847
$
34,214,743

See accompanying notes to financial statements.

-33-

Proposal 2 (Proposed by the Board of Directors) Explanation: Adoption of the 2023 earnings distribution from the final accounts of the Bank

Description:

After an audit, the Bank's 2023 earnings available for distribution amounted to NT$12,264,618,362.01, as described below:
(1) The opening undistributed earnings for 2023 amounted NT$50,334,718.11.
(2) Items added:
- A. After reviewed and approved by Accountant Feng-Hui Lee and Pei-Ju Tsai from KPMG, the after-tax net income for 2023 was NT$10,567,674,904.93.
- B. "Gains (losses) from Investments in Equity Instruments Measured at Fair Value through other Comprehensive Income" amounted to NT$1,682,486,283.
- C. Reversal of the "Special reserve" amounted to NT$3,769,674,892.35.
(3) Items deducted:
- A. "Recognized Actuarial Gains and Losses for Defined Benefit Plans" appropriated: NT$186,434,400.
- B. Legal reserve appropriated: NT$3,619,118,036.38.
(4) Distribution of shareholders' bonus - cash dividends (NT$0.20 per share): NT$1,644,481,234; the minimum distribution of cash dividend made to shareholders shall be round up to NT$1, and fraction cash dividend less than NT$1 shall be accounted as other income.
(5) Distribution of shareholders' bonus - stock dividends (NT$1.15 per share): NT$9,455,767,100.
(6) Closing undistributed earnings: NT$1,164,370,028.01.
Please refer to Page 35 of this Handbook for the "Distribution of Earnings for 2023."

Resolution:

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Taiwan Business Bank Co., Ltd. Distribution of Earnings

Year 2023

Unit: NT$

	Unit: NT$
Item	Amount
Opening undistributed earnings	50,334,718.11
Add: After-tax net income for 2023	10,567,674,904.93
Less: Recognized actuarial gains and losses for defined benefit plans appropriated	(186,434,400.00)
Add: Gains (losses) from Investments in equity instruments measured at fair value through other comprehensive income	1,682,486,283.00
Less: Legal reserve appropriated	(3,619,118,036.38)
Add: Reversal of Special reserve	3,769,674,892.35
Earnings available for distribution	12,264,618,362.01
Items of distribution:
Shareholders' bonus - cash dividends (NT$0.20 per share)	1,644,481,234.00
Shareholders' bonus - stock dividends (NT$1.15 per share)	9,455,767,100.00
Closing undistributed earnings	1,164,370,028.01

Note:

The calculation of shareholders' bonus per share was based on 8,222,406,166 shares.
The distribution shall initially be appropriated from the undistributed earnings in the latest year.

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IV. Discussion

(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 2023, hereby submitted for approval.

Description:

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 945,576,710 new shares according to the requirements under Article 240 of the Company Act.
Total amount of the new shares for capital increase and the conditions for issuance:
(1) A capital increase of NT$9,455,767,100 is proposed, with the par value of NT$10 per share, for the issuance of 945,576,710 new registered common shares.
(2) The capital increase via transferred earnings shall be submitted to the competent authority for approval after being approved by the shareholders' meeting, and the Board will then determine the ex-rights base date for the issuance of new shares. Based on the shareholding ratio stated in the Shareholders' registrar on the ex-rights base date, 115 bonus shares will be issued for every thousand shares held. For fraction shares less than one share, shareholders may present at the stock affairs agency of the Bank within 5 days from the ex-rights base date for aggregation. Fractional shares not added up to a whole share may be converted into cash (rounded to the nearest dollar). Accumulated fractional shares not aggregated within the specified period will be authorized

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by the Chairman to be subscribed to by specific individuals at face value.

(3) Subsequently, if the repurchase of the Bank's shares, the transfer, conversion, and cancellation of treasury shares, or other situations affect the total number of outstanding shares, resulting in a change in the shareholder subscription rate, the Board proposes to seek authorization from the shareholders' meeting to handle the necessary changes.
(4) The rights and obligations of the new shares issued under the capital increase via transferred earnings are the same as those of the previously 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 2024, and 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. This item thus does not apply to the Bank.
After this capital increase, the total paid-in capital will be NT$91,679,828,760, 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:

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V. Election Matters

(Proposed by the Board of Directors)

Explanation: Proposal for the election of the Bank's 17th term of the Directors of the Board

Description:

1.The election of Directors will be held at this annual shareholders' meeting as the 16th term of office of the Bank's Directors will expire on July 19, 2024.
2.Pursuant to the Article 20 of the Bank's Articles of Association, the number of the Bank's Directors is 15 and the term of office of the Directors is 3 years. Consequently, 15 Directors (including 5 Independent Directors) are to be elected for the 17th term of office of three years starting from June 21, 2024 to June 20, 2027.
3.The Bank adopts a candidate’s nomination system for the election of Directors. The list of candidates for election as Directors has been submitted to the Board for review and approval at the 29th meeting of the 16th Board of Directors on May 3, 2024 as attached (please refer to Page 39 ~ 41 of this Handbook).

Resolution:

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Taiwan Business Bank Co., Ltd.

The 17th term of Directors/Independent Directors Candidates List

No.	Name	of Candidate	Gender	Education	Experience	Number of Shares Held (Unit: shares)
1	Director	Ministry of Finance Representative: Pei-Jean Liu	Female	Master of Public Finance, National Chengchi University	Chairman, Taiwan Business Bank; Chairperson, The Export-Import Bank of the Republic of China; President, The Export-Import Bank of the Republic of China; Executive Vice President, The Export- Import Bank of the Republic of China; General Auditor & Executive Vice President, The Export-Import Bank of the Republic of China	170,754,019
2	Director	Ministry of Finance Representative: Chih-Chien Chang	Male	MBA, National Taiwan University of Science and Technology	President, Taiwan Business Bank; Acting Chairman, Taiwan Business Bank; Acting President, Taiwan Business Bank; Executive Vice President, Taiwan Business Bank; SVP & GM, Loan Supervision Dept., Taiwan Business Bank; SVP & GM, Credit Investigation Dept., Taiwan Business Bank; SVP & GM, Wu Ku Branch, Sung Nan Branch, Taiwan Business Bank	170,754,019
3	Director	Ministry of Finance Representative: Sui-Ying Wang	Female	Department of Insurance, National Chengchi University	Manager, Deputy Manager, Senior Auditor, Government-Owned Shares Management Division, National Treasury Administration, Ministry of Finance	170,754,019
4	Director	Ministry of Finance Representative: Hung-Sheng Yu	Male	M.S., Executive Master of Business Administration, Ling Tung University	1th to 8th Member, TBB Industry Union; 6th to 8th Director & Managing Director, TBB Industry Union; 7th to 8th Chairman, TBB Industry Union; 13th to 16th Director, Taiwan Business Bank; 6th to 7th Managing Director, Taiwan Confederation of Trade Unions; 7th Vice Chairman, Taiwan Confederation of Trade Unions; 27th Supervisor, Taiwan Federation of Labor; Member, Basic Salary Review Committee, Ministry of Labor; 3th to 4th Member, Labor Dispute Arbitration Committee, Ministry of Labor	170,754,019
5	Director	Ministry of Finance Representative: Chin-Wen Huang	Male	Ph.D. in Economics, Soo Chow University	Manager, Deputy Manager, Senior Executive Officer, Chief, National Treasury Administration, Ministry of Finance	170,754,019
6	Director	Bank of Taiwan Representative: Chao-Tsung Teng	Male	Executive Master of Business Administration Program College of	Director, Taiwan Business Bank; SVP & General Manager, Department of Human Resources, Bank of Taiwan; VP & GM, Taan Branch, Bank of Taiwan; VP & GM, Jenai Branch, Bank of Taiwan	1,333,153,090

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No.	Name	of Candidate	Gender	Education	Experience	Number of Shares Held (Unit: shares)
				Commerce, National Chenchi Uiniversity
7	Director	Bank of Taiwan Representative: Tzu-Hao Tsai	Male	Ph.D., Department of Finance, National Taiwan University	Associate Professor, Assistant Professor, Department of Quantitative Finance, National TsingHua University	1,333,153,090
8	Director	Bank of Taiwan Representative: Ho-Chyuan Chen	Male	Ph.D. in Economics, Texas A&M University	Professor, Department of Economics, National Chung Cheng University; Procurement Committee Member, and Editorial Board Member of Fair Trade Quarterly, Fair Trade Commission; Director, Board of Directors of Hua Nan Financial Holdings Corporation; Director, Board of Directors of Taiwan Business Bank	1,333,153,090
9	Director	National Development Fund, Executive Yuan, R.O.C Representative: Chun-Hsien Yeh	Male	Ph.D. in Economics, University of Rochester	President, Chung-Hua Institution for Economic Research; Vice President, Chung-Hua Institution for Economic Research; Member, National Income Statistics Committee of Directorate General of Budget, Accounting and Statistics, Executive Yuan; Managing Director, the 16th term of the Board of Taiwan Business Bank; Adjunct Professor, Department of Economics, National Taiwan University; Adjunct Professor, Institute of Business and Management, National Yang Ming Chiao Tung University; Jointly Appointed Professor, Department of Economics, National Central University; Jointly Appointed Professor, Graduate Institute of Industrial Economics, National Central University; Adjunct Research Fellow, Institute of Economics, Academia Sinica; Visiting Assistant Professor, Department of Economics, Singapore Management University, Singapore; Associate Professor, School of Economics, National Central University; Assistant Research Fellow, Institute of Economics, Academia Sinica	482,381,505
10	Director	TBB Industry Union Representative: Ming-HueiChen	Male	Master, Department of Finance, Shu- Te University	Employee, Taiwan Business Bank;	4,766,298
					Managing Director, TBB Industry Union

11	Director	Che-Nan Wang	Male	B.A., Kindai University, Japan	13th to 16th Director, Taiwan Business Bank; Member, Overseas Community Affairs Council, Republic of China; Director, Taichung Commercial Bank Co., Ltd; Honorary President, Kindai University Alumni Association of the Republic of China in Japan	16,680,709

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No.	Name	of Candidate	Gender	Education	Experience
12	Independent Director	Xin-Wu Lin	Male	Ph.D., Department of Economics, National Taiwan University	Associate Researcher, Researcher, Vice Director, Director, Vice President, Taiwan Institute of Economic Research; 6th term of the Taiwan Fair Trade Commission; Chief Antitrust Compliance Officer, AU Optronics Corporation; Independent Director, Land Bank of Taiwan
13	Independent Director	Yung-Cheng Chuang	Male	Doctor of Juridical Science(S.J.D.), Indiana University, Bloomington, USA	Associate Dean, School of Law, Soochow University; Director of the 20th Board of Directors, Taiwan Stock Exchange Corporation; Mediation Committee, Securities and Futures Investors Protection Center; Director of the 3rd and 4th Board of Directors, Taiwan Insurance Guaranty Fund Chairperson of Ombudsman; Member, Securities and Futures Institute; Committee, Ministry of Labor, Executive Yuan; Director of the Board, Taiwan Insurance Law Association; Independent Director, Fubon Hyundai Life Insurance Co., Ltd.
14	Independent Director	Jin-Long Liu	Male	Ph.D., Department of Economics, North Carolina State University, USA	Independent Director, Taiwan Business Bank; Associate Professor, Professor, Director, Graduate Institute of Industrial Economics, National Central University; Visiting Associate Professor, Duke University; Visiting scholar, Foundation for Scholarly Exchange; Supervisor, Integrated Service Technology Inc.
15	Independent Director	Shao-Yuan Chang	Male	Master's Degree in Land Economics, National Chengchi University	Independent Director, Taiwan Business Bank; Deputy Mayor, Tainan City Government; Director, Finance and Local Tax Bureau, Tainan City Government; Director, Department of Finance, Tainan City Government; Deputy Director, Department of Finance, Tainan City Government
16	Independent Director	Mi-Hsiu Chiang	Male	Ph.D., Institute of Quantitative Finance, Imperial College London, UK	Acting Vice Dean, Acting Director of Post-graduate Program, College of Global Banking and Finance, National Chengchi University; Member, Futures Industry Development Fund Management Committee, Securities & Futures Institute; Member, Research and Development Committee, The Bankers Association of the Republic of China; Advisory Committee Member, Center for Research in Econometric Theory and Applications (CRETA), National Taiwan University; Director, Professor, Associate Professor, Assistant Professor, Department of Finance, National Chengchi University

-41-

VI.Other Matters

(Proposed by the Board of Directors)

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

Description:

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 for the Directors of the Board."
The Bank’s 17th Board of Directors (including independent directors) and the legal persons they represent have committed acts and positions within the business scope of the Bank for themselves or for others. The Bank intends to seek permission from the shareholders’ meeting to lift their non-competition restriction.
In order to facilitate shareholders to exercise their voting rights electronically, a detailed List of Lifting the Non-Competition Restriction for the Directors of the Board, Taiwan Business Bank Co., Ltd. (please refer to Page 43~44 of this Handbook) was included in the Meeting Handbook. However, the subjects for lifting the non-competition restriction shall be subject to the actual directors elected (including independent directors).

Resolution:

-42-

List of Lifting the Non-Competition Restriction for the Directors of the Board, Taiwan Business Bank Co., Ltd.

The 17th Board of Directors for Lifting the Non-Competition Restriction

Director candidates and the names of legal person shareholders they represent	Directors who hold positions in other companies that engage in the same business as the Bank or its subsidiaries	Directors who hold positions in other companies that engage in the same business as the Bank or its subsidiaries
	Competitor	Position
Ministry of Finance	Taiwan Financial Holdings Co., Ltd.	Director
	Land Bank of Taiwan Co., Ltd.	Director
	The Export-Import Bank of the Republic of China	Director
	First Financial Holding Co., Ltd.	Director
	Hua Nan Financial Holdings Co., Ltd.	Director
	Mega Financial Holdings Co., Ltd.	Director
	Taiwan Cooperative Financial Holding Co., Ltd.	Director
	Chang Hwa Commercial Bank, Ltd.	Director
	Central Reinsurance Corporation	Director
Bank of Taiwan Co., Ltd.	First Financial Holding Co., Ltd.	Director
	Hua Nan Financial Holdings Co., Ltd.	Director
	Mega Financial Holdings Co., Ltd.	Director
	Taiwan Fire & Marine Insurance Co., Ltd.	Director
	United Taiwan Bank	Director
	Taipei Forex Inc.	Director
	TAIYI Real-Estate Management Co., Ltd.	Director
	BankTaiwan Insurance Brokers Co., Ltd.	Director
	Taiwan Urban Regeneration & Financial Services Co., Ltd.	Director
	Taiwan Financial Asset Service Corporation	Director

-43-

	Financial eSolution Co., Ltd.	Director
Chao-Tsung Teng (Bank of Taiwan Representative)	Bank of Taiwan Co., Ltd.	SVP & GM, Human Resources Dept.
National Development Fund, Executive Yuan	Mega Financial Holdings Co., Ltd.	Director
	iPASS Corporation	Director
	Chang Hwa Commercial Bank, Ltd.	Director
Yung-Cheng Chuang	Fubon Hyundai Life Insurance Co., Ltd.	Independent Director

-44-

VII.Questions and Motions

-45-

VIII. 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. The 8th amendment was made by the annual shareholders' meeting on June 16,2023.

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:

If the Bank has changed the convening method and has already mailed the notice for convening a shareholders' meeting or transmitted the notice 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.
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.

-46-

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 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:

For physical shareholders' meetings, to be distributed on-site at the meeting.
For hybrid shareholders' meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.
For virtual-only shareholders' meetings, electronic files shall be shared on the virtual meeting platform.

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, solicitors and proxies (collectively "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. For virtual shareholders' meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as 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

-47-

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.

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. 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.

Article 4-1

To convene a virtual shareholders' meeting, the Bank shall include the follow particulars in the shareholders' meeting notice:

How shareholders attend the virtual meeting and exercise their rights.
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 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

-48-

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.
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.

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. If the 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 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. 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'

-49-

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 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 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. 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.

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.

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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.

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.

Article 10 (Voting, vote monitoring, and recusal system for related parties) Voting at a shareholders' meeting 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.

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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 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 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

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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.

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.

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.

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.

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)

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

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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 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 13 (Public disclosure)

On the day of a shareholders' meeting, the Bank shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the 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.

Article 14 (Meeting minutes and signed matters)

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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, 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 voting results (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.

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 to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody 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

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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.

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 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 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

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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 4420, 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 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.

Article 20 (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.

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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

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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 July 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 June 17, 2022 Approved by the Letter Jing-shou-shang-zi No. 11101115230 issued by the Ministry of Economic Affairs on July 18, 2022 The 39th amendment was made by the annual shareholders' meeting of the Bank in 2023 on June 16, 2023 Approved by the Letter Jing-shou-shang-zi No. 11230146250 issued by the Ministry of Economic Affairs on July 27, 2023

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

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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.

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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.
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 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

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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 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

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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 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

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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 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.

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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.
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

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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.
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

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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)

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

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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:
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.

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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.

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3. Rules for Election of the Directors of Taiwan Business Bank Co., Ltd.

The Rules were approved at the seventh annual shareholders' meeting held on September 14, 1982. The Rules were amended at the annual shareholders' meeting held on June 6, 2003. The Rules were amended at the annual shareholders' meeting held on June 13, 2008. The Rules were amended at the annual shareholders' meeting held on May 25, 2012. The Rules were amended at the annual shareholders' meeting held on June 17, 2022.

Article 1

To ensure a just, fair, and open election of directors, the Rules are established with pursuant to the "Corporate Governance Best-Practice Principles for Banking Business" for compliance.

Article 2

Except as otherwise provided by laws and regulations or by the Articles of Incorporation, elections of Directors shall be conducted in accordance with the Rules.

Article 3

The qualification and election of the Bank's Independent Directors shall comply with the provisions of the Securities and Exchange Act and "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies."

Elections of Directors at the Bank shall be conducted in accordance with the candidate nomination system set out in Article 192-1 of the Company Act. The shareholders shall elect said Directors from the list of Director candidates. When the number of Directors falls short by one third of the total number prescribed in the Articles of Incorporation, the Bank shall call an extraordinary shareholders’ meeting within 60 days from the date of occurrence to hold a byelection to fill the vacancy.

Where the number of Independent Directors falls short of the number stipulated by law, the Bank shall hold a by-election at the next shareholders' meeting to fill the vacancy. Where the Independent Directors are dismissed en masse, the Bank shall convene an extraordinary shareholders' meeting within 60 days of the event to hold a by-election to fill the vacancy.

Article 4

The cumulative voting method shall be used for elections of Directors at the Bank. Each share will have voting rights in number equal to the Directors to be elected, and may be cast for a single candidate or split among multiple candidates.

Article 5

The number of Directors will be as specified in the Bank's Article of Association. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.

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The election of Independent Directors and Non-independent Directors shall be held concurrently, provided that the number of Independent Directors and Nonindependent Directors elected are calculated separately.

Article 6

The Board of Directors shall prepare ballots for Directors in numbers corresponding to the Directors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders’ meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.

Article 7

Before the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel to perform relevant duties. The ballot boxes shall be prepared by the Board of Directors and publicly checked by the vote monitoring personnel before voting commences.

Article 8

A ballot is invalid under any of the following circumstances:

The ballot was not prepared by a person with the right to convene.
A blank ballot is casted in the ballot box.
The writing on the ballot is unclear and indecipherable or has been altered.
The candidate whose name is entered in the ballot does not conform to the list of director candidates.
Other figures or words are entered in addition to the number of voting rights allotted.

Article 9

After the poll, the monitoring personnel and counting personnel shall open the ballot box together.

The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as Directors and the numbers of votes with which they were elected, shall be announced by the chair on site or by the MC on his behalf.

The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept appropriately for a period of 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 10

The Rules, and any amendments hereto, shall be implemented upon approval by a shareholders’ meeting.

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4. Shareholding of Directors of the Bank

Taiwan Business Bank Co., Ltd.

Shareholding of Directors Book closure date: April 23, 2024

Title	Name	Number of shares	Shareholding ratio (%)
Chairman	Ministry of Finance Representative: Pei-Jean Liu	170,754,019	2.08
Managing Director	Ministry of Finance Representative: Chih-Chien Chang	170,754,019	2.08
Managing Director	National Development Fund, Executive Yuan, R.O.C Representative: Chun-Hsien Yeh	482,381,505	5.87
Managing Director	Bank of Taiwan Co. Ltd. Representative: Chao-Tsung Teng	1,333,153,090	16.21
Managing Director (Independent Director)	Xin-Wu Lin	0	0
Director	Ministry of Finance Representative: Sui-Ying Wang	170,754,019	2.08
Director	Ministry of Finance Representative: Hung-Sheng Yu	170,754,019	2.08
Director	Bank of Taiwan Co. Ltd. Representative: Ho-Chyuan Chen	1,333,153,090	16.21
Director	Bank of Taiwan Co. Ltd. Representative: Tzu-Hao Tsai	1,333,153,090	16.21
Director	TBB Industry Union Representative: Kuo-Chang Huang	4,766,298	0.06
Director	Che-Nan Wang	16,680,709	0.20
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		2,007,735,621	24.42

Notes:

1.Based on the 8,222,406,166 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% (164,448,124 shares). As of the book closure date (April 23, 2024) for the annual shareholders' meeting, the share held by all Directors of the Bank is 2,007,735,621 shares.

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

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AI assistant

TBB — AGM Information 2024

52201_rns_2024-07-09_636bec29-222a-4b49-a52c-779839c2b1e8.pdf

Taiwan Business Bank Co., Ltd.

2024 Annual Shareholders' Meeting

Meeting Handbook

Table of Contents

I. Meeting Agenda for the 2024 Annual Shareholders' Meeting of Taiwan Business Bank Co., Ltd.

II. Bank Reports

Report 2

Report 3

III. Proposals

Taiwan Business Bank Co., Ltd.

2023 Operating Report

I. Operation Results in 2023

A. Profitability:

B. Core Businesses:

C. Innovative Products:

G.Enhance Risk Control and Improve Assets Quality:

H.ESG Sustainable Development:

II. Business Plan for 2024

(2) Business Targets

III. Results of Latest Credit Rating

Independent Auditors’ Report

Opinion

Basis for Opinion

Key Audit Matters

The assessment of loans impairment

Description of key audit matter:

How the matter was addressed in our audit:

Other Matter

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

KPMG

Notes to Readers

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)

TAIWAN BUSINESS BANK, LTD. AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2023 and 2022

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

TAIWAN BUSINESS BANK, LTD. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2023 and 2022

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

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

TAIWAN BUSINESS BANK, LTD. AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

For the years ended December 31, 2023 and 2022

(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, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

KPMG

Independent Auditors’ Report

Opinion

Basis for Opinion

Key Audit Matters

The assessment of loans impairment

Description of key audit matter ：

How the matter was addressed in our audit:

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Auditors’ Responsibilities for the Audit of the Financial Statements

KPMG

Notes to Readers

(English Translation of Financial Statements and Report Originally Issued in Chinese)

TAIWAN BUSINESS BANK LTD.

Balance Sheets

December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

(English Translation of Financial Statements Originally Issued in Chinese)

TAIWAN BUSINESS BANK LTD.

Statements of Comprehensive Income

For the years ended December 31, 2023 and 2022

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

(English Translation of Financial Statements Originally Issued in Chinese)

TAIWAN BUSINESS BANK LTD.

Statements of Changes in Equity

For the years ended December 31, 2023 and 2022

(English Translation of Financial Statements Originally Issued in Chinese)

TBB AGM Information 2024

Description of key audit matter `：`