TBB — AGM Information 2025

Jul 7, 2025

Stock Code: 2834

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Taiwan Business Bank Co., Ltd.

2025 Annual Shareholders' Meeting

Meeting Handbook

Meeting Time: 9:00 a.m., June 20, 2025 Venue: 17F., No. 30, Tacheng St., Datong Dist., Taipei City Convened by: Physical shareholders' meeting

Table of Contents

Page I. Meeting Agenda ------------------------------------------------------------- 1 II. Bank Reports ---------------------------------------------------------------- 2 III. Proposals ------------------------------------------------------------------- 6 IV. Discussion ---------------------------------------------------------------- 35 V. Questions and Motions -------------------------------------------------- 41 VI. Appendices --------------------------------------------------------------- 42 1. Rules of Procedures for Shareholders' Meetings of the Bank -- 42 2. Articles of Association of the Bank -------------------------------- 54 3. Shareholding of Directors of the Bank ----------------------------- 66

I. Meeting Agenda for 2025 Annual Shareholders' Meeting of Taiwan Business Bank Co., Ltd.

Meeting Time: 9:00 a.m. on Friday, June 20, 2025

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

Chairman: Chairman, Chia-Hsiang Lee

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

2. Chairman Remarks

3. Bank Reports

4. 1) The Bank’s 2024 Operating Report.

5. 2) The Audit Committee's Review Report on the 2024 financial statements of the Bank.

6. 3) Report on the distribution of remunerations for employees and Directors of the Bank in 2024

7. Proposals

8. 1) Adoption of the 2024 operating report and financial statements of the Bank.

9. 2) Adoption of the 2024 earnings distribution from the final accounts of the Bank.

10. Discussion

11. 1) Resolution to carry out a capital increase via transferred earnings in accordance with the earnings distribution of stock dividends for 2024.

12. 2) Amendments to the Articles of Association of the Bank.

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

14. Questions and Motions

15. Adjournment

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II. Bank Reports

Report 1

Explanation: The Bank’s 2024 Operating Report

Description: Please refer to Page 7 ~ 16 of this Handbook for the Bank’s 2024 Operating Report.

Resolution:

Report 2

Explanation: The Audit Committee's Review Report on the 2024 financial statements of the Bank

Description: Please refer to Page 3 ~ 4 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 2024

Description:

1. Pursuant to Article 235-1 of the Company Act, the distribution was resolved at the 4th meeting of the 6th Remuneration Committee and the 8th meeting of the 17th Board of Directors of the Bank.

2. Remunerations for employees and Directors in 2024 are distributed in cash as follows:

3. (1) Employee remuneration (6%): NT$901,323,150.

4. (2) Director remuneration (0.6%): NT$90,132,315.

   • The above proposed distribution of remunerations for employees and Directors has been 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 2024 operating report and financial statements of the Bank

• Description: The 2024 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. Together with the operating report, the financial statements have been audited by the Bank's Audit Committee and passed by the resolution of the Board meeting (please refer to Page 7 ~ 32 of this Handbook).

Resolution:

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Taiwan Business Bank Co., Ltd.

2024 Operating Report

In the first half of 2024, the cumulative effects of significant interest rate hikes by major central banks in the U.S. and Europe continued to materialize. As the global manufacturing and service industries accelerated their recovery, the rigidity of servicesector inflation led some central banks in the U.S. and other countries to delay the timeline for implementing easing monetary policies, thereby suppressing global economic growth. As for the second half of 2024, as energy and commodity prices weakened, labor market tightness in major economies eased, service-sector price increases slowed, and major central banks successively cut interest rates to alleviate monetary policy constraints, leading to moderate global economic growth.

According to the International Monetary Fund (IMF), the global trade growth rate is projected to increase from 3.1% in 2024 to 3.4% in 2025. With Taiwan’s wellestablished and competitive local industrial supply chains, it is well-positioned to meet the strong demand for computing power driven by the prosperous development of AI. Therefore, Taiwan’s export momentum is expected to maintain positive growth. In terms of fixed investment, although the Central Bank’s 7th round of selective credit control measures implemented in September 2024 has increased uncertainty of the housing market outlook and suppressed some private investment momentum, semiconductor manufacturers are actively expanding advanced process and high-end packaging and testing capacities to embrace AI business opportunities, and also continuing to invest in R&D. Meanwhile, transportation companies are expanding their capacity, which will help sustain strong investment growth. According to the Directorate-General of Budget, Accounting and Statistics forecast on November 28, 2024, Taiwan’s economic growth rate is estimated to be 4.27% for 2024 and 3.29% for 2025. In addition, the IEKCQM of ITRI forecasts a gradual recovery of economy in 2025. With the expansion of end-use application markets, it is expected that the total output value of the manufacturing sector will reach NT$25.9 trillion, representing an annual growth rate of 6.48%.

Despite the expectation that geopolitical tensions will persist in 2025, along with unfavorable factors such as global and domestic financial markets entering an interest rate cut cycle, tighter housing market regulations in Taiwan, leading to narrowing interest rate spreads, obstacles in the domestic banks’ mortgage business, increased investment challenges, and rising implicit risks related to overseas exposures, the global economy is still expected to grow steadily, and Taiwan banks' overseas presence and corporate financing loans are also expected to continue to expand. At the same time, increased returns from banks’ bond investments, growing private consumption increasing revenue from credit card business, and the ongoing expansion of wealth management services all contribute positively to overall profitability. With the continued promotion of the “Digital Financial Environment 3.0” by the Financial Supervisory Commission and the rise of AI trends, the banking industry is not only expected to lower costs, provide diversified services, and create new business opportunities and markets, but also generate stronger profit momentum. Therefore, Taiwan’s banking sector is expected to maintain its growth in 2025.

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The Bank will continue to adjust the structure of deposits and loans, with the goal of increasing the amount of demand deposits in both NT dollars and foreign currencies to lower funding costs. We will also strengthen foreign currency lending efforts to raise the foreign currency loan-to-deposit ratio, improve the average loan interest rate, and sustain momentum in net interest income growth in the coming year. In addition, to enhance the efficiency of foreign currency funds utilization, the Bank will continue to adjust the financial asset allocation, aiming to further improve interest spreads and the Net Interest Margin (NIM).

The Bank will keep controlling asset quality, pursue profitable performance growth and accumulate strength for future development while balancing the growth of risk-weighted assets and returns. Furthermore, we will assess the level of provisions for bad debts by taking into account the NPL ratio, coverage ratio, and the current year’s profit performance, in order to strengthen our risk- taking capacity.

In the future business plan, the Bank takes "Create Diverse Sources of Revenue and Achieve Sustainable and Inclusive Growth" as its main theme of 2025 business strategy. With insights into fintech and sustainable trends, we aim to drive digital transformation through AI, deepen customer engagement, and develop products and services tailored to customer needs, thereby enhancing customer contribution, balancing the income structure, and continuously reinforcing risk control and sound operational foundations to maximize business synergies. In addition, the Bank will continue to advance our sustainability capabilities and leverage our financial influence to work with stakeholders toward the goal of sustainable and inclusive growth.

The Bank's operation results in 2024 and the business plan for 2025 are summarized as below:

I. Operation Results in 2024

(1) Implementation of Business Plans and Operating Strategies

A. Profitability:

In 2024, the Bank carried out a capital increase of NT$9.456 billion via transferred earnings and issued stock and cash dividends of NT$1.15 per share and NT$0.20 per share, respectively, for the previous year (2023). Net income after tax for 2024 amounted to NT$11.237 billion (net income before tax was NT$14.063 billion).

B. Core Businesses:

a. NTD Deposit Business

The Bank increased the scale of NTD demand deposit to reduce the capital costs and increase earnings. In 2024, the cumulative average balance of the Bank’s NTD demand deposits was NT$859.026 billion, an increase of NT$21.917 billion from NT$837.109 billion in 2023, a growth rate of 2.62%.

b.Corporate Banking Business

• 1) The Bank continues to engage in various corporate lending business. In 2024, the Bank's SME loan balance reached NT$754.442 billion, an increase of NT$39.585 billion from NT$714.857 billion in 2023, a growth rate of 5.54%.

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• 2) The Bank actively provides financing assistance for SMEs. In 2024, the guarantee amount of loans transferred by the Bank to the Small and Medium Enterprise Credit Guarantee Fund was NT$190.183 billion, accounting for 14.63% of the total guaranteed balance for SMEs in the country. As of the end of 2024, the guaranteed balance transferred by the Bank to the Small and Medium Enterprise Credit Guarantee Fund amounted to NT$218.462 billion, accounting for 15.43% of the total guaranteed balance of SMEs nationwide and ranking first in Taiwan.

• c. Personal Banking Business

In 2024, the Bank continued to actively expand the scale of residential mortgage loans and supported the government's policy loans such as the Ministry of Finance’s "Preferential Housing Loan Program for Successful Family Foundation of Youth" and the Ministry of the Interior’s "Purchase and Renovation Loans". As of the end of 2024, the Bank’s total outstanding balance of personal loans extended by the Bank amounted to NT$448.985 billion, up by NT$76.915 billion or 20.67% compared to NT$372.070 billion in 2023.

• d.Foreign Exchange Business

In 2024, the Bank focused on the active promotion of expansion measures for various foreign exchange businesses. The Bank's accumulated average balance of foreign currency deposits in 2024 was NT$379.576 billion, representing an increase of NT$8.487 billion or a growth of 2.29% as compared with the average balance of NT$371.089 billion in 2023. In 2024, the Bank's accumulated average balance of foreign currency loans was NT$163.749 billion, representing an increase of NT$13.931 billion or a growth of 9.30% as compared with the average balance of NT$149.818 billion in 2023. In 2024, the Bank’s accumulated transaction amount of foreign exchange business was US$69.467 billion, representing an increase of US$6.154 billion or a growth of 9.72% as compared with US$63.313 billion in 2023.

• e. Wealth Management Business

In 2024, the Bank continued to strengthen its wealth management business by vigorously expanding fee income from the insurance, funds, overseas bonds, foreign stocks, ETF and gold passbooks businesses, with boosting revenue and generating profit as the priority, and actively promoted the wealthmanagement focused projects. Fee income from the wealth management business amounted to approximately NT$3.381 billion in 2024, representing an increase of nearly NT$670 million or a growth of 24.71% as compared with NT$2.711 billion in 2023.

• f. Digital Banking Business

• 1) The video service function "eVision" is now available for customers, allowing them to apply via video for services such as increasing the limit of Type 3 digital deposit accounts, activating online designated transferin accounts, mobile banking device authentication, and resetting passwords for internet banking or mobile banking users. In addition, the "Senior Version" of the mobile banking APP has been launched, offering

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a user-friendly interface and features tailored specifically for middleaged and senior customers.

• 2) The Bank promoted the TWQR Taiwan Pay acquiring business, enabling cross-border payment functions using QR code for purchases made in South Korea. Additionally, marketing campaigns were held to boost the adoption rate of electronic payments. The Bank also offers 14 exclusive benefits to Hokii digital members, allowing customers to easily enjoy digital financial services and experience a rich and diverse digital lifestyle.

• 3) The Bank received digital recognition both domestically and internationally: National Brand Yushan Award – Best Product Category and Best Popular Brand Category; Global Finance Magazine Digital Banking Awards - Best Personal Finance Digital Bank in Asia Pacific, Best Online Product and Service in Asia Pacific, Best Online Product and Service in Taiwan, Best Personal Mobile Bank in Taiwan, Best Digital Transformation in Taiwan.

C. Actions in Support of Government Policies:

• a. Following the Financial Supervisory Commission's "Roadmap for Taiwan Listed Companies to Align with IFRS Sustainability Disclosure Standards" and the TWSE's regulations, the Bank established an inter-departmental "IFRS Sustainability Disclosure Standards Implementation" task force in the 4th quarter of 2024. The Bank also completed preliminary identification of material differences in existing sustainability information and guidelines, preliminary identification of reporting entities, and drafting of the implementation plan in order to comply with regulatory requirements.

• b. The Bank continued to follow the government's anti-fraud regulations. In addition to joining the "Eagle Eye Fraud Detection Alliance" and utilizing the Eagle Eye Model to monitor and detect fraud, the Bank completed the dualtrack operation with the "Financial Information Request and Joint Defense Reporting e-Platform" in November 2024, increasing the detection rate for identifying suspicious transactions and abnormal accounts to facilitate timely fraud prevention. The establishment of the watchlist account database was completed in December 2024. The database holds the list of watchlist accounts and proper measures are taken when the system identifies suspicious criminals.

• c. The Bank followed the "Self-Regulation of the Banking Industry on the Introduction of Responsible Mapping System" by the Bankers Association of the Republic of China (BAROC) to establish the "Accountability Committee" under the Board of Directors. The Committee came into effect on January 1, 2025.

• d. The Bank continued to amend legal compliance and AML/CFT related rules and guidelines according to the competent authority's regulations. The Bank also performed the Compliance Risk Assessment (CRA) and the Comprehensive Institutional Risk Assessment (IRA) for 2023 and reported to

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the FSC for review after being approved by the Board of Directors.

• e. The Bank worked with an external F-SOC in financial cybersecurity joint defense operations in order to strengthen cybersecurity intel sharing with other financial institutions and obtain intel on intrusions in a timely manner. The Bank also completed the implementation measures under the "Cybersecurity Intel Sharing and Cooperation" in the Financial Cybersecurity Action Plan 2.0. In 2024, the Bank selected obvious cyber attack and espionage incidents from external parties and uploaded the information to the F-SOC to share with other financial institutions.

D. Sustainable Development:

The Bank strives to implement sustainable operations. Key results from the three aspects of sustainable development, Environmental (E), Social (S), and Governance (G), in 2024 are as follows:

• a. Environmental:

• 1) The Bank provided upgrade and transformation guidance, sustainable financing, and other one-stop services, and guided corporate customers to implement ESG. A total of 1,647 green energy related project loans were approved in 2024.

• 2) To support the government's 2050 net zero emission and to encourage valued customers to adopt green consumption patterns that are friendly to the environment, the Bank continued to promote the "Green Go Shopping Loans", which had disbursed a total of NT$17 million as of the end of 2024.

• 3) The three financial products, including digital deposit account, e-Loan platform and credit card, received ISO14067 Product Carbon Footprint Verification. Credit card, e-Loan platform, and digital deposit account also received six Product Carbon Footprint Labels from the Ministry of Environment of the Executive Yuan.

• 4) The Bank was cited by the Ministry of Environment of the Executive Yuan 13 years in a row for outstanding performance in green procurement.

• 5) The Bank teamed up with the ASUS Foundation in a computer recycling program, which provided recycled computers, monitors, and laptops to rural areas or charity organizations. The program contributed to source reduction and more recycling and reuse. A total of 324 machines were recycled in 2024.

b. Social:

• 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 2024, the Bank had set up 26 Senior Learning Centers across Taiwan, and the cumulative sponsorship reached NT$32.94 million. More than 390,000 seniors benefited from the sponsorship every year.

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• 2) In 2024, the Bank raised childbirth subsidy twice and extended the number of days for maternity leaves, pregnancy checkup leaves, and pregnancy checkup accompaniment and paternity leaves to provide friendly maternal care and ease parenting stress. The Bank hired a professional institution to provide psychological counseling services starting in October 2024. The services provide a channel for employees to mitigate and relieve work stress and anxiety and to communicate and resolve issues.

• 3) In support of the government's "Blueprint for Developing Taiwan into a Bilingual Nation by 2030", the Bank set up 25 bilingual branches in 2024 and has a total of 103 bilingual branches as of 2024, accounting for 82.4% of the total branches. To enable customers with hearing/speech impairment to communicate in real time when making bank transactions, the Bank enhanced the cooperation with the "Taiwanese Association of Sign Language Translation Interpreters" to provide a "real-time" sign language interpreting service.

c. Governance:

• 1) The Bank completed the preparation of its 2023 TCFD Report and added Taskforce on Nature-related Financial Disclosures (TNFD) to the report.

• 2) The Bank continued to perform TCFD model maturity conformity inspection with third party verification, and received the highest "Level5+: Excellence" rating.

• 3) The Bank set the GHG reduction target for temperature increase control under the Paris Agreement, and completed the review of the Bank's science-based reduction targets (SBTs).

• 4) To strengthen its trademark management system and ensure effective implementation of sustainable development policies while raising its overall score in Corporate Governance Evaluation, the Bank obtained its first official TIPS Class A certification on December 31, 2024.

• d. Domestic and international sustainability awards:

• 1) National Brand Yushan Awards - First Prize, Outstanding Enterprise Leader Award.

• 2) Excellent Enterprise in National Chengchi University's "First TCFD Report Evaluation" in 2024.

• 3) "Top 25%" of FSC's 2nd "Sustainable Finance Evaluation".

• 4) Received "National Enterprise Environmental Protection Award - Bronze Award" from the Ministry of Environment for 2 consecutive years.

• 5) 2024 Corporate Governance Evaluation - "Top 6% - 20% of the Listed Companies Group".

• 6) Received "Asia Responsible Enterprise Awards - Social Empowerment Award" for 5 consecutive years.

• 7) Asian Banking & Finance Magazine "2024 Taiwan's Best Sustainability

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Initiative Award".

• 8) TSAA Taiwan Sustainability Action Awards: SDG15 Silver Award and SDG13 Bronze Award.

• 9) TWSIA Taiwan Sustainable Investment Awards: Case Influences Category - Silver Award for Sustainability Bonds.

(2) Budget Implementation

• A. The annual average balance of deposits was NT$1,982.602 billion, for an achievement rate of 105.01%.

• B. The annual average balance of outstanding loans was NT$1,552.259 billion, for an achievement rate of 101.41%.

• C. The foreign exchange transactions amounted to US$69.468 billion, for an achievement rate of 109.30%.

(3) Revenues, Expenditures, and Profitability

• A. Net income for 2024 amounted to NT$34.115 billion; bad debt expense, commitment, and provision for guarantee liabilities totaled NT$3.442 billion; operating expenses were NT$16.610 billion; before-tax net income from continuing operations was NT$14.063 billion; net profit after tax was NT$11.237 billion; return on assets ratio (after-tax) amounted to 0.49%; return on equity ratio (after-tax) amounted to 8.93%; net profit margin (aftertax) was 32.94%, and earnings per share (after-tax) was NT$1.23.

• B. Net income before taxes (excluding provisions) in 2024 amounted to NT$17.505 billion, an increase of NT$850 million over 2023. NT$3.442 billion was allocated as an allowance for bad debts in order to strengthen credit risk appetite. Before-tax net profit for 2024 amounted to NT$14.063 billion, an increase of NT$1.635 billion over 2023, primarily due to an increase in net interest revenue and net service fee revenue.

• C. The non-performing loan (NPL) ratio at the end of 2024 stood at 0.17%, a decrease of 0.01% compared with the end of 2023. The bad-debt coverage ratio was 790.84%, an increase of 69.96% over the end of 2023.

(4) Research and Development

A. Establishment of an Exclusive Unit for Industry Research

• a. During 2024, 53 weekly reports on domestic and overseas economic and financial situation, 96 industrial dynamics reports, 12 domestic and overseas economic situation and industry overview reports, 12 monthly reports on industry trends, and 4 quarterly reports on prospects of domestic industries were completed.

• 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

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• a. 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.

• b. In terms of R&D patents, the Bank continues to accumulate FinTech innovation momentum, adding 12 invention patents and 20 new utility model patents in 2024.

II. Business Plan for 2025

(1) Operating Directions and Policies

• A. Create Diverse Sources of Revenue and Increase Customer Value

• a. Strengthen the twin-pillar profit structure and develop diverse revenue sources.

  • ⚫ Improve the deposit-loan structure and boost profits from core deposit/loan businesses.

  • ⚫ Expand business development for the personal banking group and create a balanced revenue structure.

  • ⚫ Reinforce overseas business operations and increase the percentage of their profit contributions.

• b. Promote digital banking and optimize system support.

  • ⚫ Continue to develop digital banking, optimize customer experience, utilize AI-driven digital transition, and strengthen corporate competitiveness.

  • ⚫ Optimize system support and improve operational procedures and efficiency.

• c. Cultivate the customer base and enhance customer value.

  • ⚫ Work actively to explore new customers, increase the number of active SME accounts, and expand the customer base for core corporate banking business.

  • ⚫ Develop a complete line of products to meet a wide range of customer demands.

  • ⚫ Start with corporate and personal accounts and work to increase the number of products per account and raise customer contribution (ROA3).

B. Strengthen Risk Management and Build a Solid Business Foundation

• a. Monitor the risk indicators closely and improve asset quality.

• ⚫ Build a comprehensive risk management system and increase risk tolerance.

• ⚫ Strengthen credit management and improve asset quality.

• ⚫ Strengthen risk management for financial asset transactions in order to effectively avoid interest rate and market risks.

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• b. Manage risk-weighted assets and increase capital utilization efficiency.

  • ⚫ Monitor asset allocation and increase businesses with lower risk weights.

  • ⚫ Place equal emphasis on business development and return, and effectively increase return on risk-weighted assets.

• c. Strengthen internal control and legal compliance at the same time for better risk management performance.

  • ⚫ Refine internal audit, internal control and legal compliance for better business resilience.

  • ⚫ Raise cybersecurity awareness and develop a more comprehensive cybersecurity risk management system.

• C. Implement ESG Governance and Achieve Sustainable and Inclusive Growth

• a. Implement international guidelines and build up strength in sustainable management.

  • ⚫ Observe global trends in sustainability and improve results of sustainability evaluation.

  • ⚫ Implement IFRS sustainability disclosure standards and strengthen the disclosure of sustainable information.

  • ⚫ Leverage financial influence to promote sustainable financial products and services.

• b. Optimize in-house operation management and strengthen business resilience.

  • ⚫ Take a customer centric approach and enhance fair customer treatment.

  • ⚫ Strengthen climate risk governance and gradually achieve SBT carbon reduction goals.

• c. Facilitate stakeholder management and create long-term corporate value.

  • ⚫ Protect shareholder interest and enhance corporate value and sustainable development.

  • ⚫ Strengthen information disclosure and communicate actively with stakeholders.

  • ⚫ Create a diverse and inclusive workplace and achieve sustainable human resources management.

(2) Future Development Strategies

• A.Cultivate SME core businesses, put customers first, and provide one-stop services to meet customers’ demand for banking services in order to achieve the vision of becoming the bank of first choice for SMEs.

• B. Maintain a balance in business development, create diverse sources of profit, improve asset quality, and increase capital utilization efficiency in order to pursue strong business performance on the solid basis of operations.

• C. Embrace innovative thinking, promote digital transition, take advantage of

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AI and new technologies to support software/hardware upgrades, deepen customer relations, optimize products and services, and build a premium banking experience in order to boost corporate competitiveness.

• D.Implement ethical corporate management and build a corporate culture centered on legal compliance, AML/CFT, and fair customer treatment to facilitate sound management.

• E. Place an emphasis on talent development and retention, create a complete career development roadmap and training, provide incentives for continuous team growth, and build a happy workplace in order to achieve talent sustainability.

• F. Practice sustainable management philosophy, continue to follow global sustainability trends, extend reach into different aspects of ESG, and pay attention to stakeholder development and communication in order to create a future of inclusion and mutual benefit.

(3) Business Targets

To give equal weight to the protection of shareholder interests, improve the capital structure, and enhance asset quality, the Bank has set the following targets in consideration of the Directorate General of Budget, Accounting and Statistics for 2025.

• A. Annual average deposit balance: NT$2,102.898 billion.

• B. Annual average balance of loans outstanding: NT$1,641.383 billion.

• C. Total foreign exchange transactions: US$70.440 billion.

III. Results of Latest Credit Rating

Date of Rating	Rating Institution	Ratings	Ratings	Outlook
		Long-term Credit	Short-term Credit
2025.1.21	Taiwan Ratings	twAA-	twA-1+	Stable
2025.1.21	Standard & Poor's	BBB+	A-2	Stable

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Proposal 2 (Proposed by the Board of Directors) Explanation: Adoption of the 2024 earnings distribution from the final accounts of the Bank

Description:

1. After an audit, the Bank's 2024 earnings available for distribution amounted to NT$10,686,400,981.16, as described below:

2. (1) The opening undistributed earnings for 2024 amounted to NT$1,164,370,028.01.

3. (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 2024 was NT$11,236,700,760.64.

   • B. Reversal of the "Recognized Actuarial Gains and Losses for Defined Benefit Plans" amounted to NT$133,275,200.

   • C. "Gains (losses) from Investments in Equity Instruments Measured at Fair Value through other Comprehensive Income" amounted to NT$2,232,925,401.

4. (3) Items deducted:

   • Legal reserve appropriated: NT$4,080,870,408.49.

5. (4) Distribution of shareholders' bonus - cash dividends (NT$0.20 per share): NT$1,833,596,576; 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.

6. (5) Distribution of shareholders' bonus - stock dividends (NT$0.60 per share): NT$5,500,789,730.

7. (6) Closing undistributed earnings: NT$3,352,014,675.16.

8. Please refer to Page 34 of this Handbook for the "Distribution of Earnings for 2024."

Resolution:

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Taiwan Business Bank Co., Ltd. Distribution of Earnings

Year 2024

Unit: NT$

Year 2024	Unit: NT$
Item	Amount
Opening undistributed earnings	1,164,370,028.01
Add: After-tax net income for 2024	11,236,700,760.64
Add: Reversal of Recognized Actuarial Gains and Losses for Defined Benefit Plans	133,275,200.00
Add: Gains (losses) from Investments in equity instruments measured at fair value through other comprehensive income	2,232,925,401.00
Less: Legal reserve appropriated	(4,080,870,408.49)
Earnings available for distribution	10,686,400,981.16
Items of distribution:
Shareholders' bonus - cash dividends (NT$0.20 per share)	1,833,596,576.00
Shareholders' bonus - stock dividends (NT$0.60 per share)	5,500,789,730.00
Closing undistributed earnings	3,352,014,675.16

Note:

1. The calculation of shareholders' bonus per share was based on 9,167,982,876 shares.

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

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IV.Discussion

Proposal 1 (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 2024, hereby submitted for approval.

Description:

1. In response to the requirements on the inclusion of common equity capital under the new Basel III to improve its capital structure and increase the profitability, the Bank intends to carry out a capital increase via transferred earnings for the issuance of 550,078,973 new shares according to the requirements under Article 240 of the Company Act.

2. Total amount of the new shares for capital increase and the conditions for issuance:

3. (1) A capital increase of NT$5,500,789,730 is proposed, with the par value of NT$10 per share, for the issuance of 550,078,973 new registered common shares.

4. (2) The capital increase via transferred earnings shall be submitted to the competent authority for approval after being approved by the shareholders' meeting, 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, 60 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 2025, and therefore cannot 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$97,180,618,490, 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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Proposal 2 (Proposed by the Board of Directors) Explanation: Amendments to the Articles of Association of the Bank Description:

1. The key points of the amendments to the Bank's Articles of Association are as follows:

2. (1) The Bank’s total capital amount is currently NT$100 billion, and the paid-in capital has reached NT$91.6 billion. In order to increase the capital in a timely manner and raise the common equity ratio to the level of the industry, it is proposed to raise the total capital to NT$130 billion. (Article 5)

3. (2) In accordance with Article 14, Paragraph 6 of the Securities and Exchange Act, a company shall specify in its articles of incorporation that a certain percentage of its annual earnings shall be allocated for salary adjustments or compensation distributions for its non-executive employees. Therefore, it is stipulated that at least 20% of the total employee remuneration for the year shall be allocated to non-executive employees. (Article 41, Paragraph 1)

4. For the "Comparison Table of the Drafted Amendments to the Articles of Association" of the Bank, please refer to Page 38 of this Handbook.

Resolution:

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Comparison Table of the Drafted Amendments to the Articles of

Association

	Association
Amended Provisions	Current Provisions	Explanation
Article 5 The total capital amount of the Bank is NT$130billion only, and has been divided into13billion shares with a nominal value of NT$10 each. The Board is authorized to resolve and issue the un-issued shares in batches.	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.	The Bank’s paid-in capital has reached NT$91.6 billion. In order to increase the capital in a timely manner and raise the common equity ratio to the level of the industry, it is proposed to raise the total capital.
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),and at least 20% of the total employee remuneration for the year shall be allocated to non- executive employees. 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 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.	In accordance with Article 14, Paragraph 6 of the Securities and Exchange Act, a company shall specify in its articles of incorporation that a certain percentage of its annual earnings shall be allocated for salary adjustments or compensation distributions for its non- executive employees. Therefore, it is proposed to amend Paragraph 1, Subparagraph 1 to stipulate that at least 20% of the total employee remuneration for the year shall be allocated to non- executive employees.

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Proposal 3 (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:

1. Pursuant to Article 209, paragraph 1 of the Company Act, "A director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval"; and the explanation given by the Letter Ri-Shang-Zi No. 89206938 dated April 24, 2000 sent from the Ministry of Economy reads that, "If a representative authorized by a government agency or a juristic person acting as a shareholder is elected as a Director, both said government agency or said juristic person, and its authorized representative shall be subject to the non-competition restriction for the Directors of the Board."

2. Certain directors of The Bank’s 17th Board of Directors (including legal entities and their designated representatives) have engaged in acts within the business scope of the Bank for themselves or for others, without having obtained prior approval from the shareholders' meeting (please refer to page 40 of this Handbook). The Bank intends to seek permission from the shareholders' meeting to lift their non-competition restriction.

Resolution:

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

Director 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
Deng-Ran Wu (Bank of Taiwan Representative)	Bank of Taiwan Co., Ltd.	Chief Secretary, Taiwan Financial Holdings Co., Ltd.; Chief Secretary of the Board of Directors' Office & Director of the Human Resources Department, Bank of Taiwan
Mei-Ling Liang (Bank of Taiwan Representative)	Bank of Taiwan Co., Ltd.	Director of the General Affairs Department, Bank of Taiwan

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V. Questions and Motions

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VI.Appendices

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

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

1. 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.

2. If the Bank convenes a virtual shareholders' meeting and provides a shareholder who has difficulty taking part in a virtual shareholders' meeting with alternative measures to exercise voting rights by correspondence, the shareholder intending to exercise voting rights by correspondence shall apply to the Bank in advance, and the provisions in Article 5, paragraph 2 of the "Regulations Governing Content and Compliance Requirements for Shareholders' Meeting Agenda Handbooks of Public Companies" regarding materials that shall also be sent to the shareholders do not apply.

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4. 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 stocks 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:

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

2. For hybrid shareholders' meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.

3. For virtual-only shareholders' meetings, electronic files shall be shared on the virtual meeting platform.

The reasons for convening a 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

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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:

1. How shareholders attend the virtual meeting and exercise their rights.

2. Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:

3. (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.

4. (2) Shareholders not having registered to attend the affected virtual shareholders' meeting shall not attend the postponed or resumed session.

5. (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

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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'

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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.

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 exceeding portion of voting rights will not be counted.

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• 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 within 20 days from the meeting after being signed by or affixed seal by the Chairman.

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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 Director, and the one-fifth of the seats of the Managing Directors shall be taken by independent Directors. A Chairman shall be elected when

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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. XV. Other functions authorized according to the laws and regulations and the shareholders meeting.

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• 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 the attending Directors and the power of attorney for engaging proxies shall be permanently preserved throughout the existence of the Bank.

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• 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 on relevant laws and regulations as well as the "Regulations for the Audit Committee" of the Bank.

• Article 34: (Deleted)

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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 Article 36 of the Securities Exchange Act shall be exempted from such announcements.

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• 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.

• 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.

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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. Shareholding of Directors of the Bank

Taiwan Business Bank Co., Ltd.

Shareholding of Directors Book closure date: April 22, 2025

Title	Name	Number of shares	Shareholding ratio (%)
Chairman	Ministry of Finance Representative: Chia-Hsiang Lee	190,390,731	2.08
Managing Director	Ministry of Finance Representative: Kuo-Chung Lee	190,390,731	2.08
Managing Director	Bank of Taiwan Co., Ltd. Representative: Mei-Ling Liang	1,486,465,695	16.21
Managing Director	Bank of Taiwan Co., Ltd. Representative: Tzu-Hao Tsai	1,486,465,695	16.21
Managing Director (Independent Director)	Xin-Wu Lin	1,039	0
Director	Ministry of Finance Representative: Shu-Yi Wang	190,390,731	2.08
Director	Ministry of Finance Representative: Hung-Sheng Yu	190,390,731	2.08
Director	Bank of Taiwan Co., Ltd. Representative: Ho-Chyuan Chen	1,486,465,695	16.21
Director	National Development Fund, Executive Yuan, R.O.C Representative: Chun-Hsien Yeh	537,855,378	5.87
Director	TBB Industry Union Representative: Ming-Huei Chen	5,438,119	0.06
Director	Che-Nan Wang	18,701,990	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	Mi-Hsiu Chiang	0	0
Total		2,238,852,952	24.42

Notes:

• 1.Based on the 9,167,982,876 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% (183,359,658 shares). As of the book closure date (April 22, 2025) for the annual shareholders' meeting, the number of shares held by all Directors of the Bank is 2,238,852,952.

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

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