T.C.C.B. — AGM Information 2014

Aug 1, 2014

Minute for the 2014 Annual Meeting of Shareholders of Taichung Commercial Bank

Date: June 19, 2014, Thursday, at 9:00 a.m.

Venue: 10[th] Floor, No. 87, Min Chuan Rd., West Dist., Taichung Chairman: Jin-Fong Soo, Chairman of the Board of Directors, Taichung Commercial Bank Attendance: According to the report of the counting panel of the annual meeting, up to now the number of shares present represents 2,123,825,831 shares (including shareholders who exercise their votes by way of electronic transmission: 186,157,717 shares), accounting for 78.85% of total 2,693,582,244 voting shares, which met the minimum required by law, so the chairman call the meeting to order.

Meeting Procedure

• I. Report the number of shares represented by the attending shareholders and Call the Meeting to Order.

• II. Chairperson Remarks.

• III. Management Presentations:

• (I) The 2013 Business Reports

• (II) Supervisor’s Review Report on the 2013 Financial Statements

• (III)The 2013 Financial Asset Impairment Recognized.

• (IV)The issuance of subordinated financial bonds approved in 2013.

• (V) Adjustments to the Company’s distributable earnings and the appropriation of special reserves after the adoption of IFRSs.

• IV. Proposals:

• (I) The 2013 Business Report and the Financial Statements

• (II) The 2013 Profit Distribution Proposal

• V. Discussions:

• (I) Proposing to have new shares issued through capitalization of earnings.

• (II) Amendment to the Operational Procedures for the Acquisition and Disposal of Assets.

• (III)Amendments to the Articles of Incorporation.

• VI. Elections:

• (I) The 22[nd] Election of Directors.

• VII. Questions and Motions.

• VIII. Adjournment.

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Management Presentations

• I. The 2013 Business Reports（Please refer to Page 4~9 of the Annual Meeting Handbook.）

• （ Resolution ： Resolved . ）

• II. Supervisor’s Review Report on the 2013 Financial Statements (Please refer to Page 11 of the Annual Meeting Handbook.)

• （ Resolution ： Resolved . ）

• III. The 2013 Financial Asset Impairment Recognized. (Please refer to Page 12 of the Annual Meeting Handbook.)

• （ Resolution ： Resolved . ）

• IV. The issuance of subordinated financial bonds approved in 2013.(Please refer to Page 14~15 of the Annual Meeting Handbook)

• （ Resolution ： Resolved . ）

• V. Adjustments to the Company’s distributable earnings and the appropriation of special reserves after the adoption of IFRSs.(Please refer to Page 16~17 of the Annual Meeting Handbook)

• （ Resolution ： Resolved . ）

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Proposals

• I. The 2013 Business Report and the Financial Statements are presented for adoption. Explanation: The Company’s 2013 Business Report and the individual and consolidated financial statements, including balance sheet, statement of comprehensive income, statement of changes in equity, and statement of cash flows (please refer to the page 4~9 and 49~68 of the Annual Meeting Handbook) have already been audited and attested by Deloitte and Touche and approved by the Company’s Board of Directors, and presented to the supervisors for admission.

Resolution ： Resolved .

• II. The 2013 Profit Distribution Proposal is presented for adoption. Explanation: 1. A legal reserve was appropriated for an amount of NTD891,809,065.52 equivalent to (30%) of the Company’s 2013 net income NTD3,060,270,513.27(same currency hereinafter), plus adjusted unappropriated earnings (NTD136,887,423.2). In addition, the special reserve of NTD 61,223,584.36 was reversed for the decrease of “Debited to other shareholders’ equity;” therefore, the distributable earnings of NTD 2,092,797,608.91 is to be distributed as follows:

• (1) Shareholder dividends are distributed as follows:

• i. Shareholder dividends – stock dividends (About NTD0.615 per share):NTD 1,579,240,650

• ii. Shareholder dividends – cash dividends (About NTD0.2 per share): NTD513,556,958.91

• (2) Employee bonus of NTD 209,280 and compensation for directors and supervisors of NTD 104,640 are distributed in cash in accordance with the Company’s Corporate Charter (Articles of Incorporation).

• If the Company has new shares issued for the conversion of the convertible financial bond causing changes in the total outstanding shares on the cash dividend and stock dividend record date, the distribution of dividends per share will be adjusted. However, the total distribution amount remains unchanged. It is proposed that the Board of Directors be authorized in the Annual Meeting of Shareholders to calculate and adjust the distribution amount per share in accordance with the outstanding shares on the ex-dividend and ex-rights date.

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• Taichung Commercial Bank 2013 Profit Distribution Statement (please refer to page 21~22 of the Annual Meeting Handbook.

Resolution ： Resolved .

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Discussions

• I. Proposing to have new shares issued through capitalization of earnings, please proceed to discuss.

• Explanation: 1.The Company for business needs plans to appropriate stock dividends of NTD 1,579,240,650 from the 2013 distributable earnings with 157,924,065 shares issued at the ratio of 61.5 shares distributed per thousand shares at NTD10 par.

  1. The earnings distribution is calculated in accordance with the shareholders and their respective shareholding ratio in the register of shareholders. Fractional share distribution is to be consolidated by shareholders and registered with the Company’s Stock Department for stock consolidation within five days from the record date. Fractional share that is not consolidated or remains a fractional share after consolidation should be paid with an equivalent cash amount (rounded up to the dollar). Fractional shares will be purchased by persons arranged by the Chairman as authorized by the Board. In the event that the total number of outstanding shares in circulation and the shareholders’ dividend ratio are affected as a result of the company’s issuing new shares or financial bonds conversion through capitalization, employee’s exercising warrants, repurchasing shares of the Company or transferring treasury shares to employees and canceling treasury shares, it is proposed to authorize the Board of Directors in the meeting of shareholders to arrange the necessary adjustments.

  2. It is proposed that the Board of Directors be authorized in the meeting of shareholders to take any action that may be required in connection with scheduling the dividend record date after the approval the concerned authorities.

  3. It is proposed that the Board of Directors be authorized in the meeting of shareholders to take any action that may be required in connection with the subsequent matters related to the amendments of the essential requirements instructed by the concerned authorities.

  4. The shareholder’s rights and obligations for the new shares are the same as those of the existing shares.

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• The new shares issued through capitalization in accordance with Article 10 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers are without a delivered printed stock but by a book-entry delivery.

Resolution: Resolved, the statements were approved as submitted.

• II. Amendment to the Operational Procedures for the Acquisition and Disposal of Assets, please proceed to discuss.

• Explanation: 1. The Company has the Operational Procedures for Acquisition and Disposal of Assets amended in accordance with Jin-Guan-Chen-Far Zi No. 1020053073 Order “Regulations Governing the Acquisition and the Disposal of Assets by Public Companies” amended and announced by the Financial Supervisory Commission on December 30, 2013 upon the notice of the Taiwan Stock Exchange Corporation with the Tai-Chen-Sun (I) Zi No. 1020027282 Letter dated December 31, 2013 issued.

  1. The comparison table of the Operational Procedures for the Acquisition and Disposal of Assets before and after amendments. (Please refer to Page 26~43 of the Annual Meeting Handbook.)

Resolution: Resolved, the statements were approved as submitted.

III. Amendment to the Articles of Incorporation. Please proceed to discuss.

• Explanation: 1.The motion for the amendment of Article 35 of the Articles of Incorporation was proposed for discussion and approved at the 5[th] Remuneration Committee meeting of the 1[st] Term on December 2, 2013.

• For the amendment to Article 35 of the Articles of Incorporation regarding the appropriation rate of employee bonus and compensation of directors and supervisors: The original “appropriating an amount equivalent to 0.01% of the remaining balance as employee bonus and an amount equivalent to 50% of the employee bonus as compensation for directors and supervisors” is amended as “appropriating an amount not more than 1.5% of the remaining balance as employee bonus and compensation for directors and supervisors.”

• The company hereby proposes to amend the Articles of Incorporation.

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Please refer to page 45 of the Annual Meeting Handbook for details.

Resolution: Resolved, the statements were approved as submitted.

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Elections

• I. The 22[nd] Election of Directors.

• Explanation: 1.The 22[nd] election of 15 directors (including 3 independent directors) is handled in accordance with Article 21 and Article 22 of the Articles of Incorporation for a 3-year term from the date of the election and with the reelection handled in accordance with the Company’s Rules for Director Elections.

  1. To elect three independent directors in the number of the directors mentioned above adopting the nomination system by the Shareholder Meeting from the independent director candidate list is handled in accordance with Article 14.2 Paragraph 2 of the Securities and Exchange Act and the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies”.

  2. In accordance with the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies” and Article 192-1 of the Company Act, any shareholder holding 1% or more of the total number of outstanding shares issued by the company may submit to the company in writing a roster of independent director candidates. The roster of independent director candidates has been approved by the 20[th] meeting of the 21[st] Board on May 7, 2014.And the personal information of the three nominees is as follows：

  3. (1)Name: Hsi-Rong Huang

Education: Department of Agricultural Economics, National Chung Hsing University

Experience: Manager of Consumer Finance Department of Chang Hwa Bank head office, Manager of Los Angeles Branch of Chang Hwa Bank, and Representative of Taipei Representative Office of Public Bank（Hong Kong）.

Shareholding: 0

• (2)Name: Chen-Le Liu

Education: Department of Transport Management, National Cheng Kung University

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Experience: V.P. of Taiwan Cooperative Bank, Chairman of Cooperative Insurance Brokers Co., Ltd., and advisor of Taiwan Cooperative Bills Finance Corp.

Shareholding: 0

(3)Name: Jin-Yi Lee

Education: Harvard Business School

Experience: Managing Director of JPMorgan Chase Bank, Managing Director of BNP Paribas, Chief Executive Officer of Fubon Bank (Hong Kong) Limited, and Chief Executive Officer of Cathay International Holdings Limited.

Shareholding: 0

Voting results ：

The chairman announced the roll and the votes received of the elected directors on the spot as follows:

pot as follows:
The elected director’s Shareholder Account No. or ID No.	Name	Votes received
301898	Representative of Xutian Investment Co. , Ltd.: Jin-FongSoo	2,481,101,907
301898	Representative of Xutian Investment Co. , Ltd.: Jer-ShyongTsai	2,400,334,787
301898	Representative of Xutian Investment Co. , Ltd.: Kuei-FongWang	2,388,979,432
301898	Representative of Xutian Investment Co. , Ltd.: Shu-Yuan Lin	2,361,308,877
301898	Representative of Xutian Investment Co. , Ltd.: Ming-Shan Chuang	2,353,383,661
301898	Representative of Xutian Investment Co. , Ltd.: Chun-ShengLee	2,353,306,956
301898	Representative of Xutian Investment Co. , Ltd.: Hsin-ChingChang	2,353,173,297
301898	Representative of Xutian Investment Co. , Ltd.: Wei-LiangLin	2,352,941,678
7716	Representative of I Joung Investment Co., Ltd.: Yi-Der Chen	2,352,921,590
286604	Representative of Ho Yang Management Consultant Co.,Ltd.: Chia-HungLin	2,352,880,419
286604	Representative of Ho Yang Management Consultant Co.,Ltd.: Jian-Huei Huang	2,351,869,048

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The elected director’s Shareholder Account No. or ID No.	Name	Votes received
226754	Representative of Pan Asia Chemical Corporation: Meng-LiangChang	2,351,459,199
N10046****	Hsi-RongHuang	197,568,185
F10418****	Jin-Yi Lee	197,348,702
N10275****	Chen-Le Liu	197,073,223

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Questions and Motions

Shareholder（No. 318066）:

1. Collateral loans and the collateral appraisals should be conducted by credibility organizations to prevent any abuse.

2. For a shareholder’s applying for the collateral loan, the preferential lowest interest rate should be adopted.

Chairman reply:

1. Now that the actual price registration of real estate transaction is implemented by the government, the bank can always obtain reliable information of appraisal while making the collateral appraisal, inquiring Item M50 from the Joint Credit Information Center, or the service network of actual price of real estate transaction of the Ministry of the Interior. As to appraisals of huge-amount or specific real estate without appropriate instances of transactions, the bank may commission the job to a credibility organization.

2. The bank should price the loan reasonably and give the preferential interest rate for the applicant for a loan secured by the appropriate collateral. As to how the preferential interest rate is adopted in collateral loans for shareholders, we will deliver the problem to the management department for research and resolution under consideration of laws.

Adjournment

The chairman announced the adjournment of the meeting. (At 10:50 A.M. on June 19, 2014)

(The minute for the Annual Meeting of Shareholders recorded only points of the meeting in progress and the video record shall prevail concerning the contents and procedure of the meeting.)

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