TWSE：2832

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Taiwan Fire & Marine Insurance Co., Ltd.

2021 Annual General Meeting

Meeting Agenda

(Translation)

Note to Readers:

If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language version shall prevail.

June 18, 2021

Taiwan Fire & Marine Insurance Co., Ltd.

Agenda…………………………………………………………………… …………………………1
Company Reports
1. The 2020 Business Report ………………………………………………………………………...2
2. The Audit Committee's 2020 Audit Report …………………………………………………….....2
3. The 2020 Distribution of Employees' Bonus and Directors' Remuneration…………………….....2
4. The 2020 Earnings Distribution of Cash Dividends………………………………………….........3
5. Amendments to the Company’s Code of Ethical Conduct…………………………………….......3
Proposals
1. Adoption of the 2020 Business Report and Financial Statements ……………………………......4
2. Adoption of the Company's 2020 Earnings Distribution Proposal …………………………….....4
Discussion
1. Approval of the amendment of the Company's Corporate Charter …………………………….....5
2. Amendment to the Company's Procedural Rules of General Meetings ………………………......5
Extempore Motions
Annex
I. 2020 Business Report……………………………………………………………………….......6
II. Audit Committee’s Audit Report …………………………………………………………........7
III. Amendment Comparison Table of the Company`'`s Code of Ethical Conduct……………........8
IV. 2020 Financial Statements and Certified Public Accountants' Certification……………….......9
V. The Company' s 2020 Earnings Distribution Proposal.……………………………………......21
VI. The Amendment Comparison Table of Company' s Corporate Charter……………………....22
VII. The Amendment Comparison Table of Procedural Rules of General Meetings…………........25
Appendix
I. Company' s Procedural Rules of General Meetings ……………………………......................30
II. The Company' s Corporate Charter ……………………………………...................................37
III. The Company' s Code of Ethical Conduct.……………………………………........................45
IV. Shareholding of the 26th Term Board of Directors …………………………….......................48

Taiwan Fire & Marine Insurance Co., Ltd. 2021 Annual General Meeting

AGENDA

Date & Time: 9:00 am, June 18, 2021 (Friday)

Venue: Happiness Room, Sheraton Grand Taipei Hotel B2, No. 12, Sec. 1, Zhongxiao E. Rd., Taipei City

I. Call the Meeting to Order
II. Chairman’s Remarks
III. Company Reports
IV. Proposals
V. Discussion
VI. Extempore Motions

VII. Adjournment

Company Reports

1. Proposed by the Board

Report:

The 2020 Business Report

Explanatory Notes :

The 2020 Business Report is attached as Annex I on p. 6.

2. Proposed by the Board

Report:

The Audit Committee's 2020 Audit Report

Explanatory Notes:

The 2020 Financial Statements and the 2020 Earnings Distribution Proposal have been reviewed at the 3rd meeting of 3rd Term Audit Committee on March 26, 2021. The 2020 Business Report has been reviewed at the 4th meeting of the 3rd Term Audit Committee on April 29, 2021.
The Audit Committee’s 2020 Audit Report is attached as Annex II on page 7.

3. Proposed by the Board

Report:

The 2020 Distribution of Employees' Bonus and Directors' Remuneration. Explanatory Notes:

Subject matter has been resolved and approved by the 7th meeting of the 26th Term of Board of Directors on March 21, 2021 to distribute NT$20,340,000 for employees' bonus and NT$20,340,000 for directors' remuneration.

Proposed by the Board

4. Report:

The 2020 Earnings Distribution of Cash Dividends

Explanatory Notes:

Subject matter has been resolved and approved by the 7th meeting of the Company’s 26th Term of Board of Directors on March 26, 2021 to issue cash dividends of NT$398,421,000 to shareholders at NT$1.1 per share.
The cash dividends will be calculated and truncated to the nearest New Taiwan Dollar. Fractions less than NT$1 shall be summed and recognized by the Company as Other Income.
The Chairman has been authorized by the Board of Directors to decide the ex-dividend date, date of issuance, and other relevant issues. In the event that proposed distribution of earnings is affected by a change in the Company's outstanding common shares, the Chairman is authorized by the Board of Directors to make adjustment to such distribution at his/her discretion.

5. Proposed by the Board

Report:

Amendments to the Company’s Code of Ethical Conduct

Explanatory Notes:

Subject matter has been resolved and approved by the 2nd meeting of the 26th Term of Board of Directors on August 28, 2020.
The amendment comparison table is attached as Annex III on Page 8.

Proposals

1. Proposed by the Board

Proposal:

Adoption of the 2020 Business Report and Financial Statements.

Explanatory Notes:

The 2020 Business Report and Financial Statements have been resolved and approved by the 7th meeting of the 26th Term of Board of Directors on March 26, 2021 and the 8th meeting of the 26th Term of Board of Directors of on April 29, 2021 respectively. The Financial Statements have been audited and certified by CPA Wang-Sheng Lin and CPA Wen-Yea Shye of Deloitte & Touche.
The Business Report, the Financial Statements and the Accountant's Audit Report are attached as Annex I on p. 6 and Annex IV on p. 9–20.

Resolutions :

2. Proposed by the Board

Proposal:

Adoption of the Company's 2020 Earnings Distribution Proposal. Explanatory Notes:

The 2020 Financial Statements have been audited by the independent auditors. The 2020 Earnings Distribution Proposal (refer to Annex V on p. 21) has been made pursuant to Article 36 of the Company's Corporate Charter and has been resolved and approved by the 7th meeting of the 26th Term of Board of Directors on March 26, 2021.

Resolutions:

Discussion

1. Proposed by the Board

Discussion:

Approval of the amendment of the Company's Corporate Charter.

Explanatory Notes:

Subject matter has been resolved and approved by the 7th meeting of the 26th Term of Board of Directors on March 26, 2021.
The amendment comparison table is attached as Annex VI on p. 22–24.

Resolutions:

2. Proposed by the Board

Discussion :

Amendment to the Company's Procedural Rules of General Meetings.

Explanatory Notes:

Subject matter has been resolved and approved by the 7th meeting of the 26th Term of Board of Directors on March 26, 2021.
The amendment comparison table is attached as Annex VII on p 25–29.

Resolutions :

Extempore Motions

Annex I

2020 Business Report

I. Business Policy

With prudent operating principle and customer-oriented business philosophy, the Company conducts businesses in compliance with laws and regulations, continues to improve professionalism and strengthening its core competitiveness. We continue to practice corporate governance, fair dealing and friendly services, and fulfill its corporate social responsibility. TFMI applies its best effort to maintain interests of both the Shareholders and Employees. Through TFMI foundation, we combine the resources committing ourselves to care for the disadvantaged groups and solitary elderlies, improving medical environment, support special education for the children in need, engage in youth anti-drug campaigns on campuses, promote arts and cultural activities, and support sport talents via sponsoring youth baseball, women softball and volleyball teams.

II. Business Results and Profitability

In 2020, TFMI proactively take advantage of our channels’ strength, and integrate diversified products to expand into niche markets and improve the customer service level. The premium income from written policies reached NT$6,512,206 thousand for the year, making a YOY increase of 4.59% for the gross premium and 5.44% growth for the retained premium. We continue to rank No. 1 in the residential fire insurance line. In 2020, S&P and Taiwan Ratings continued to award us with the credit ratings, “A-/Stable” and “twAA,” respectively, both outlook Stable. TFMI values corporate governance, law compliance and corporate social responsibility practices and protected stakeholders’ interests. The Company has been recognized as the Top 20% of all companies for the corporate governance evaluation organized by TWSE for seven consecutive years.

The Company’s 2020 operating revenue was NT$5,396,686 thousand, operating cost NT$3,362,516 thousand and operating expense NT$1,263,771 thousand. Net of Non-operating gain NT$2,540 thousand and income tax expense of NT$85,344 thousand, the 2020 net income derived at NT$687,595 thousand, EPS NT$1.90. Evidencing the stability of our overall business performance and our profitability.

III. Research and Development Overview

In terms of insurance products, we continued to design products that are market fitting, comprehensive, and innovative. For promotion of government sponsored insurance, our results in micro-insurance and residential earthquake insurance lines continuously won the awards and recognition from the competent authority. In 2020, a total of 63 insurance products released. Including Communicable Disease Compensation Insurance for enterprises and individuals, developed in response to the government’s epidemic prevention policies at the beginning of the COVID-19 outbreak to compensate the inconvenience caused by the virus for our customers. And the Event Ticket Insurance, the first and only ticket reimbursement insurance product sold domestically, to compensate unfortunate cancellation needs. TFMI continues to apply the insurance technologies to our product development, marketing, underwriting and claims handling. We will continue to improve our operating efficiency, including but not limited to, proactively activating assets and diversified investment portfolio, to increase the income from fund utilization and ensure the maximum return for shareholders.

Chairman: Steve Lee

President: Chao-Feng Chen

Chief Accountant: Pi-Chen Wang

Annex II

Audit Committee’s Audit Report

The Board of Directors has prepared the 2020 Business Report, Financial Statements and the Earnings Distribution Proposal in accordance with Article 228 of the Company Act. The Financial Statements have been audited by CPA Wangsheng Lin and CPA Wen-Yea Shyu of Deloitte & Touche, who have submitted an Audit Report. The preceding Business Report, Financial Statements and the Earnings Distribution Proposal have been reviewed by the Audit Committee who found no inconsistencies. In accordance with Article 219 of the Company Act and Article 14-4 of the Securities and Exchange Act, this report is submitted for shareholder's examination.

To:

2021 Annual General Meeting of Taiwan Fire & Marine Insurance Co., Ltd.

Audit Committee

Convener: Cheng-Ching Huang

April 29, 2021

Annex III

Taiwan Fire & Marine Insurance Co., Ltd. Code of Ethical Conduct Amendment Comparison Table

	Amendments		Clauses currently in force	Descriptions
	Article 3 (Prevention of conflicts of interest) The Company’s personnel shall deal official business objectively and efficiently and avoid taking advantage of the position held in the Company to bring unjustified benefit to themselves, or their spouses or second-degree relatives. Where the affiliates in which said personnel are working engage in loaning of funds, making of guarantees or trading of substantial assets with the Company, the Company’s personnel shall voluntarily explain to the Company whether any potential conflict of interest with the Company may exist.		Article 3 (Prevention of conflicts of interest) The Company’s personnel shall deal official business objectively and efficiently and avoid taking advantage of the position held in the Company to bring unjustified benefit to themselves, or their spouses,parents, childrenor second-degree relatives. Where the affiliates in which said personnel are working engage in loaning of funds, making of guarantees or trading of substantial assets with the Company, the Company’s personnel shall voluntarily explain to the Company whether any potential conflict of interest with the Companymayexist.	I. Amendment made in accordance with the provisions published by TWSE. II. Simplify the text, considering that both parents and children should be identified as second-degree relatives.
	Article 9 (Encouraging reporting on illegal or unethical activities) The company shall internally raise awareness of ethical conducts and encourage employees to report to a managerial officer, chief internal auditor, or other appropriate individual upon suspicion or discovery of any activity in violation of a law or regulation or the Code of Ethical Conduct. To encourage employees to report illegal conduct, the company shall establish a solid whistle-blowing system permitting anonymous whistle-blowers,making employees aware that the company will use its best efforts to ensure the safety of whistle-blowersand protect them from reprisals.		Article 9 (Encouraging reporting on illegal or unethical activities) The company shall internally raise awareness of ethical conducts and encourage employees to report to a managerial officer, chief internal auditor, or other appropriate individual upon suspicion or discovery of any activity in violation of a law or regulation or the Code of Ethical Conduct. To encourage employees to report illegal conduct, the company shall establish a solid whistle-blowing system, making employees aware that the company will use its best efforts to ensure the safety of informantsand protect them from reprisals.	Amendment made in accordance to Article 23 of the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx-Listed Companies, which permits anonymous whistle-blowers.

Annex IV

ICPA’s Report

To Taiwan Fire & Marine Insurance Co., Ltd.:

Audit Opinions

We, as the CPAs, have completed the review of the balance sheets dated December 31 of 2020 and 2019 and the consolidated comprehensive income statement, consolidated statement of changes in equity, consolidated statement of cash flows, and consolidated financial statement from January 1 to December 31 of 2020 and 2019, including summaries of major accounting policies of Taiwan Fire & Marine Insurance Co., Ltd.

As CPAs, we believe that the above-mentioned financial statements, in all major respects, were prepared in compliance with the Regulations Governing the Preparation of Financial Reports by Insurance Enterprises and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), and International Financial Reporting Standards Interpretations Committee’s Interpretations (IFRSIC) and Standing Interpretation Committee’s Interpretative Announcement (SIC) approved and released to take effect by the Financial Supervisory Commission and hence are sufficient to show the financial standing of Taiwan Fire & Marine Insurance Co., Ltd. , its financial performance between December 31, of 2020 and 2019, and its financial performance and cash flows between January 1 and December 31 of 2020 and 2019.

Bases for the Audit Opinions

We followed the Rules Governing the Audit of Financial Statements by Certified Public Accountants and generally accepted auditing rules while performing the audit. The responsibilities of the CPAs under the said standards will be explained further in the section about responsibilities in auditing the consolidated financial statement. Independently governed staff in the accounting firm that the CPAs belong to have followed moral regulations pursuant to professional CPA standards and have remained independent of Taiwan Fire & Marine Insurance Co., Ltd. and fulfilled other responsibilities under said regulations. We believe that sufficient and adequate evidence has been obtained for the audit to serve as the basis for expressing the audit opinions.

Key Matters Being Audited

Key matters being audited refer to the most important matters based on the professional judgment of the CPAs to be included in the audit of the consolidated financial statement of 2020 of Taiwan Fire & Marine Insurance Co., Ltd. Such matters were addressed throughout the audit of the consolidated financial statement and during the formation of audit opinions. The CPAs do not express separate opinions regarding these matters.

Key matters being audited of the 2020 consolidated financial statement of Taiwan Fire & Marine Insurance Co., Ltd. are specified as follows:

Claim reserves

Descriptions for the Key Matters Being Audited

By nature, the claim reserves can be divided as reported but not paid or reported. The former is calculated by claim personnel based on the actual relevant information by insurance categories for each case; the latter is estimated in the manners meeting the actuarial principles by the actuarial personnel based on past claim experience and expenses by insurance categories. The key assumption is the development trend of the actual losses from claims in each accident year, and such trend is established by referring the actual experience of Taiwan Fire & Marine Insurance Co., Ltd.

Considering that the management's calculation of the claim reserves involves estimates, judgment, actuarial method and important hypotheses, any update on related information, deviation from important estimation and judgment, adoption of actuarial method or changes of important hypotheses will be critical to the calculation result of claim reserves. Therefore, it was included into the key audit matters (KAMs).

For the related accounting policies, accounting estimation and estimation uncertainties about the claim reserves, and related disclosure information, please refer to Note 4(12), 4(14), 5, 18, 26, 27 and 28(1) of the Financial Statements. Responding Audit Procedures

To understand the related internal control established by the management for the estimated claim reserves, and test the status of the compliance with the internal control.
The actuarial experts of the firm have assisted in the assessment of the reasonableness of the applied actuarial methods and key assumptions. The major procedure is as follows:
(1) The actuarial experts of the firm obtained the information from each accident year developed until December 31, 2020 (e.g. the policies with claims and the amounts of claims each year), and regenerated the development trend of losses and key assumptions using actuarial methods, in order to assess whether the development

trend of losses and key assumptions applied by Taiwan Fire & Marine Insurance Co., Ltd. are reasonable.

(2) Based on the regenerated development trend of losses and key assumptions, the actuarial experts of the firm has estimated the final insurance claims as of December 31, 2020, while considering the paid claims by Taiwan Fire & Marine Insurance Co., Ltd. as of December 31, 2020, to assess the reasonableness of the claim reserves.
Take the samples from reported unpaid claims as the information about claim estimate, and check whether the reported unpaid claim reserves estimated in the samples were estimated based on said information about claim estimate.

Responsibilities of Management and Governance Unit in Consolidated Financial Statement

Management is responsible for preparing an adequately expressed consolidated financial statement in accordance with the Regulations Governing the Preparation of Financial Reports by Insurance Enterprises and international financial reporting standards, international accounting standards, interpretations, and interpretation announcements approved and released to take effect by the Financial Supervisory Commission and maintaining the necessary internal controls relevant to the compilation of the consolidated financial statement in order to ensure that no significant untruthful expressions exist in the consolidated financial statement due fraud or error.

While preparing the consolidated financial statement, the management is responsible for evaluating the ability of Taiwan Fire & Marine Insurance Co., Ltd. to continue with the operation and disclosing related matters and adopting the accounting basis for continued operation, among others. Unless the management intends to liquidate Taiwan Fire & Marine Insurance Co., Ltd. or discontinue operation or there are no other actually feasible solutions than liquidation or discontinued operation.

The governance unit (including the Audit Committee) of Taiwan Fire & Marine Insurance Co., Ltd. is responsible for supervising the financial reporting process.

CPAs Responsibilities in Auditing Consolidated Financial Statements

We audit the consolidated financial statement in order to be reasonably convinced as to whether the consolidated financial statement as a whole contains major untruthful expressions due to frauds or errors and to issue the audit report. Reasonably convinced is highly convinced. There is no guarantee, however, that existence of significant untruthful expressions in the consolidated financial statement will be detected according to generally accepted auditing standards. Untruthful expressions might have been caused by fraud or errors. If individual values or an overview of untruthful expressions can be reasonably expected to affect economic decisions made by users of the consolidated financial statement, they are considered significant.

We apply our professional judgment and keep our professional doubts while performing the audit according to generally accepted auditing standards. The CPAs also perform the following tasks:

Identify and evaluate the risk of significant untruthful expressions in the consolidated financial statement due to frauds or errors, design and enforce appropriate responsive policies for determined risks; and collect sufficient and adequate evidence from the audit in order to render audit opinions. Because fraud may involve collusion, forging, intentional omission, untruthful statement, or non-compliance with internal control, the risk associated with undetected significant untruthful expressions caused by fraud is higher than that those caused by errors.
Obtain a necessary understanding of internal control concerning the audit in order to design appropriate audit procedures reflective of then-current situation. The purpose, however, is not to effectively express opinions on the internal control of Taiwan Fire & Marine Insurance Co., Ltd.
Evaluate the adequacy of accounting policies adopted by the management and the legitimacy of accounting estimates and related disclosures made.
Reach a conclusion with regard to the adequacy of the accounting basis adopted to continue with operations used by management and whether significant uncertainties of events or conditions that might result in significant concerns about the ability of Taiwan Fire & Marine Insurance Co., Ltd. to continue with existing operations or that are not in accordance with the evidence obtained from the audit. In the event that it is determined that significant uncertainties exist with such events or conditions, on the other hand, the CPAs must remind users of the consolidated financial statement in their audit report that they should pay attention to related disclosures included in the statement or modify their audit opinions if such disclosures are inappropriate. Conclusions made by the CPAs are based on the evidence from the audit obtained as of the date of the audit report. Future events or conditions, however, are likely to result in the Taiwan Fire & Marine Insurance Co., Ltd. no longer capable of continuing with operation.
Evaluate the overall expression, structure, and contents of the consolidated financial statement (including related notes) and whether or not the consolidated financial statement has fairly expressed related transactions and events.
Communications made by the CPAs with governance units include the planned scope and
timing of the audit and significant audit findings (including significant deficiencies found with internal controls during the audit).

The CPAs have also provided the governance units with the declaration on independence that independently governed staff in the accounting firm that the CPAs belong to have followed moral regulations in honor of the profession of CPA and have communicated with the governance units all relationships and other matters considered to be likely to undermine the independence of CPAs (including related safeguard measures).

The CPAs, from the matters communicated with the governance unit, decided key matters to be included in the 2020 consolidated financial statement audit of Taiwan Fire & Marine Insurance Co., Ltd. The CPAs specifies such matters in the audit report unless it is disallowed by law to disclose to the public specific matters or under rare circumstances, the CPAs decide not to communicate specific matters in the audit report as it can be reasonably expected that negative impacts from such communication would be greater than the public interest that will be enhanced.

Deloitte & Touche CPA: Wang-Sheng Lin CPA: Wen-Ya Hsu

Financial Supervisory Commission Approval No. Jin-Guan-Zheng-Shen-Zi No. 1060023872

Securities and Futures Commission Approval No. Tai-Cai-Zheng-Liu-Zi No. 0920123784

March 26, 2021

Taiwan Fire & Marine Insurance Co., Ltd. BALANCE SHEET

December 31, 2020 and 2019

Unit: NT$ Thousand

Code 11000 12100 12210 12500 12000 14110 14150 14180 14190 14200 14000 15100 15200 15300 15000 16000 16700 17100 17800 18300 18700 18000 1XXXX Code 21200 21400 21500 21600 21000 21700 23800 24100 24200 24400 24500 24000 27000 28000 25300 25900 25000 2XXXX 31100 32100 32200 32000 33100 33200 33300 33000 34000 3XXXX	ASSETS CASH AND CASH EQUIVALENTS (Note 4, 6 and 25) RECEIVABLES (Note 4 and 7) Notes receivable Premiums receivable Other receivables Total receivables INVESTMENTS Financial assets at fair value through profit or loss (Note 4, 8 and 24) Investment under equity method (Note 4 and 11) Other financial assets - net (Note 12) Financial assets at fair value through other comprehensive income (Note 4, 9, 10 and 24) Investment Properties (Note 4 and 13) Total investments Reinsurance contract asset (Note 4, 18, 26 and 27) Claim recoverable from reinsurers - net Due from reinsurers and ceding companies Reinsurance reserve asset - net Total reinsurance contract asset PROPERTY AND EQUIPMENT (Note 4 and 14) RIGHT-OF-USE ASSETS (Note 4, 15 and 25) INTANGIBLE ASSETS (Note 4) DEFERRED INCOME TAX ASSETS (Note 4 and 21) OTHER ASSETS Refundable deposits (Note 16) Other assets - others Total other assets TOTAL LIABILITIES AND EQUITY PAYABLES Claims payable Commissions payable Due to reinsurers and ceding companies Other payable Total payables TAX LIABILITIES FOR THE PERIOD (Note 4 and 21) LEASE LIABILITIES (Note 4 and 15) INSURANCE LIABILITY (Note 4, 18, 26, 27 and 28) Unearned premium reserves Claim reserves Special reserves Premium deficiency reserves Total insurance liabilities RESERVE FOR LIABILITIES (Note 4 and 17) DEFERRED INCOME TAX LIABILITIES (Note 4 and 21) OTHER LIABILITIES Guarantee deposit received (Note 25) Other liabilities - others Total other liabilities Total liabilities EQUITY (Note 4 and 19) Common stock Capital surplus Issuance of common shares in excess of par Treasury stock transactions Total capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Total equity TOTAL		December 31,2020 Amount % $ 3,684,530 19 96,108 1 485,363 2 83,989 - 665,460 3 1,938,689 10 242,485 1 2,969,507 15 4,658,775 24 2,286,757 12 12,096,213 62 21,081 - 171,016 1 1,727,274 9 1,919,371 10 356,406 2 45,751 - 9,957 - 36,700 - 727,917 4 38,331 - 766,248 4 $ 19,580,636 100 $ - - 139,163 1 368,995 2 486,220 2 994,378 5 38,823 - 71,498 - 3,447,801 17 2,894,345 15 2,118,699 11 7,588 - 8,468,433 43 82,378 1 266,669 1 34,899 - 43,025 1 77,924 1 10,000,103 51 3,622,004 18 1,915 - 97,047 1 98,962 1 2,381,521 12 2,571,709 13 797,593 4 5,750,823 29 108,744 1 9,580,533 49 $ 19,580,636 100		December 31,2019	December 31,2019
			Amount $ 3,684,530 96,108 485,363 83,989 665,460 1,938,689 242,485 2,969,507 4,658,775 2,286,757 12,096,213 21,081 171,016 1,727,274 1,919,371 356,406 45,751 9,957 36,700 727,917 38,331 766,248 $ 19,580,636 $ - 139,163 368,995 486,220 994,378 38,823 71,498 3,447,801 2,894,345 2,118,699 7,588 8,468,433 82,378 266,669 34,899 43,025 77,924 10,000,103 3,622,004 1,915 97,047 98,962 2,381,521 2,571,709 797,593 5,750,823 108,744 9,580,533 $ 19,580,636		Amount $ 3,415,293 120,617 399,756 92,574 612,947 1,765,352 217,939 2,954,550 4,389,413 2,413,978 11,741,232 32,614 103,073 1,784,036 1,919,723 360,389 34,132 4,708 29,322 730,845 38,324 769,169 $ 18,886,915 $ 4,404 126,025 390,432 463,820 984,681 64,964 66,645 3,215,885 2,888,112 2,141,949 7,154 8,253,100 84,127 274,092 35,262 36,170 71,432 9,799,041 3,622,004 1,915 97,047 98,962 2,242,269 2,415,551 756,029 5,413,849 46,941) 9,087,874 $ 18,886,915	%
				(		18 1 2 1 4 9 1 16 23 13 62 - 1 9 10 2 - - - 4 - 4 100 - 1 2 2 5 - - 17 15 12 - 44 1 2 - - - 52 19 - - - 12 13 4 29 - 48 100

Subsequent notes are incorporated as part of this individual financial statement.

Chairman: Steve Lee

President: Chao-Feng Chen

Chief Accountant: Pi-Chen Wang

Taiwan Fire & Marine Insurance Co., Ltd.

Statement of Comprehensive Income

From January 1 to December 31 of 2020 and 2019

Unit: NT$ Thousand, but EPS is NT$

Code OPERATING REVENUES Retained earned premium 41110 Direct insurance premium income (Note 4, 25 and 26) 41120 Reinsurance premium income (Note 4) 41100 Premium revenues 51100 Less: Reinsurance premium outward (Note 4) 51310 Less: Net change in unearned premium reserves (Note 4, 18 and 26) 41130 Total retained earned premium 41300 Reinsurance commission earned (Note 26) 41400 Handing fee earned (Note 26) Net gains on investments 41510 Interest income 41521 Gain on financial assets and liabilities at fair value through profit or loss (Note 20) 41527 Realized gain and losses on financial assets at fair value through other comprehensive income (Note 20) 41540 Share of loss on associates and joint ventures recognized using equity method (Note 11) 41550 Exchange loss - investment (Note 20) 41570 Gain (loss) on investment properties (Note 4, 20 and 25) 41585 Impairment loss on investment assets (Note 4 and 20) 41800 Other operating revenues 41000 Total operating revenues		2020	% 121 8 129 38 4 87 4 1 2 1 3 1 ( 1 ) 2 - - 100		2019	% 120 8 128 39 3 86 5 1 2 1 2 1 - 2 - - 100	% (%)
		Amount $ 6,512,206 430,313 6,942,519 2,063,764 181,242 4,697,513 210,974 60,981 119,700 64,460 143,279 25,596 35,052 ) 108,855 378 2 5,396,686			Amount $ 6,226,661 423,433 6,650,094 2,023,010 149,856 4,477,228 238,569 56,785 119,763 65,772 120,057 41,438 25,856 ) 107,150 335 ) 321 5,200,892
	(			( (			5 2 4 2 21 5 ( 12 ) 7 - ( 2 ) 19 ( 38 ) 36 2 213 ( 99 ) 4

(To be continued)

(Continued)

(Continued)
Code OPERATING COSTS Retained claims 51200 Claims incurred (Note 4, 25 and 26) 41200 Less: Claims recovered from reinsurers 51260 Total retained claims Movement of insurance liability (Note 4, 18 and 26) 51320 Net change in claims reserves 51340 Net change in special reserves 51350 Net change in premium deficiency reserves 51300 Total net change in insurance liability 51500 Commission expenses (Note 25) 51800 Other operating cost 51000 Total operating costs OPERATING EXPENSES (Note 4, 17, 20 and 25) 58100 Service Expenses 58200 Administrative Expenses 58300 Employee training expenses 58400 Impairment loss and reversal gain on expected credit - non- investment 58000 Total operating expenses 61000 OPERATING INCOME 59000 NON-OPERATING INCOME AND EXPENSES 62000 PROFIT BEFORE INCOME TAX FROM CONTINUING OPERATION 63000 INCOME TAX (Note 4 and 21) 66000 NET PROFIT FOR THE PERIOD OTHER COMPREHENSIVE INCOME Items that will not be reclassified subsequently to profit or loss 83110 Remeasurement of defined benefit plans 83180 Less: Income tax relating to items that will not be reclassified subsequently to profit or loss		2020	% 58 15 43 2 - - 2 16 1 62 16 8 - - 24 14 - 14 1 13 - -		2019	% 57 11 46 ( 1 ) ( 1 ) - ( 2) 16 1 61 16 8 - ( 1) 23 16 - 16 3 13 - -	% (%)
		Amount $ 3,128,035 773,116 2,354,919 117,642 23,250 ) 434 94,826 860,444 52,327 3,362,516 860,052 390,829 3,922 8,968 1,263,771 770,399 2,540 772,939 85,344 687,595 1,214 243			Amount $ 2,942,583 580,246 2,362,337 50,926 ) 46,276 ) 1,506) 98,708) 845,748 42,000 3,151,377 849,133 388,172 3,596 31,237) 1,209,664 839,851 6,199) 833,652 130,523 703,129 4,061 ) 812 )
	(			( ( ( ( ( ( ( (			6 33 - 331 ( 50 ) 129 196 2 25 7 1 1 9 129 4 ( 8 ) 141 ( 7 ) ( 35 ) ( 2 ) 130 130

(To be continued)

(Continued)

(Continued)
Code 83190 Equity instruments valuation profit or loss measured at fair value through other comprehensive income Items that may be reclassified subsequently to profit or loss 83290 Debt instrument profit or loss measured at fair value through other comprehensive income 83000 Other comprehensive income, net of income tax 85000 TOTAL COMPREHENSIVE INCOME IN THE PERIOD EARNINGS PER SHARE (Note 22) 97500 Basic EPS 98500 Diluted EPS	2020	% 2 1 3 16	2019	% 5 1 6 19	% (%)
	Amount $ 131,256 35,038 167,265 $ 854,860 $ 1.90 $ 1.89		Amount $ 279,688 21,283 297,722 $ 1,000,851 $ 1.94 $ 1.93
					( 53 ) 65 ( 44 ) ( 15 )

Subsequent notes are incorporated as part of this individual financial statement.

Chairman: Steve Lee

President: Chao-Feng Chen

Chief Accountant: Pi-Chen Wang

Taiwan Fire & Marine Insurance Co., Ltd.

STATEMENTS OF CHANGES IN EQUITY

From January 1 to December 31 of 2020 and 2019

Unit: NT$ Thousand

Code A1 Balance at January 1, 2019 A3 Impact from retrospective application and restatement A5 Balance after restatement on January 1, 2019 Appropriation of 2018 earnings B1 Appropriation of Legal reserve B3 Appropriation of special reserves B5 Cash dividends distributed by the Company B3 Appropriation of special reserves D1 Net profit for 2019 D3 Other comprehensive loss for 2019 D5 Total Comprehensive Income for 2019 Q1 Disposal of equity instruments measured at fair value through other comprehensive gains and losses/Disposal of equity instruments measured at fair value through other comprehensive gains and losses by associates Z1 Balance at December 31, 2019 Appropriation of 2019 earnings B1 Appropriation of Legal reserve B5 Cash dividends distributed by the Company B3 Appropriation of special reserves D1 Net profit for 2020 D3 Other comprehensive loss for 2020 D5 Total Comprehensive Income for 2020 Q1 Disposal of equity instruments measured at fair value through other comprehensive gains and losses/Disposal of equity instruments measured at fair value through other comprehensive gains and losses by associates Z1 Balance at December 31, 2020		Capital $ 3,622,004 - 3,622,004 - - - - - - - - 3,622,004 - - - - - - - $ 3,622,004		Capital surplus $ 98,962 - 98,962 - - - - - - - - 98,962 - - - - - - - $ 98,962			Retained earnings	Retained earnings	Unappropriated earnings $ 698,233 ( 6,053) 692,180 ( 112,060 ) ( 2,801 ) ( 325,981 ) ( 197,621 ) 703,129 ( 3,249) 699,880 2,432 756,029 ( 139,252 ) ( 362,201 ) ( 156,158 ) 687,595 971 688,566 10,609 $ 797,593	Other Equity (Note 19) Unrealized Gain and Losses on Financial Assets at Fair Value Through Other Comprehensive Income ( $ 345,480 ) - ( 345,480 ) - - - - - 300,971 300,971 ( 2,432) ( 46,941 ) - - - - 166,294 166,294 ( 10,609) $ 108,744	Stockholders’ Equity	Stockholders’ Equity
						Legal reserve $ 2,130,209 - 2,130,209 112,060 - - - - - - - 2,242,269 139,252 - - - - - - $ 2,381,521		Special reserve $ 2,215,129 - 2,215,129 - 2,801 - 197,621 - - - - 2,415,551 - - 156,158 - - - - $ 2,571,709
									( ( ( ( ( ( ( ( (	( ( ( ( (	( ( (	$ 8,419,057 6,053) 8,413,004 - - 325,981 ) - 703,129 297,722 1,000,851 - 9,087,874 - 362,201 ) - 687,595 167,265 854,860 - $ 9,580,533

Subsequent notes are incorporated as part of this individual financial statement.

Chairman: Steve Lee

President: Chao-Feng Chen

Chief Accountant: Pi-Chen Wang

Taiwan Fire & Marine Insurance Co., Ltd.

STATEMENTS OF CASH FLOWS

From January 1 to December 31 of 2020 and 2019

Unit: NT$ Thousand

		Unit: NT$ Thousa
Code CASH FLOWS FROM OPERATING ACTIVITIES A00010 Net Income before income tax from continuing operation A20010 Income Charges (Credits) A20100 Depreciation expense A20200 Amortization expenses A21300 Dividends income A20400 Net (gain) loss on financial assets and liabilities at fair value through profit or loss A20450 Net gain on financial assets and liabilities at fair value through other comprehensive income A20900 Interest expense A21200 Interest income A21400 Net changes in insurance liabilities A21830 Impairment loss (reversal gain) on expected credit - investment A21850 Impairment loss (reversal gain) on expected credit - non- investment A22300 Share of gain on associates and joint ventures recognized using equity method A22500 Loss from disposal and scrapping of property and equipment A22700 Gain on disposal of investment properties A23800 Impairment reversed benefits of reinsurance financial assets A24100 Unrealized loss on foreign currency exchange A29900 Lease Modification Gains A50000 Changes in Operating Assets and Liabilities A51110 Notes receivable decrease A51120 Decrease (increase) premiums receivable A51130 (Increase) decrease in other receivable A51140 Decrease (increase) in financial assets at fair value through profit or loss A51141 Increase of financial assets at fair value through other comprehensive income	2020 $ 772,939 58,854 3,226 ( 149,480 ) ( 54,205 ) ( 4,054 ) 1,661 ( 119,700 ) 276,068 ( 378 ) 8,968 ( 25,596 ) 157 ( 32,206 ) ( 3,973 ) 31,331 ( 32 ) 24,929 ( 87,304 ) 5,985 ( 119,132 ) ( 136,205 )	2019
		$ 833,652 61,177 2,438 ( 131,834 ) ( 53,995 ) - 2,020 ( 119,763 ) 51,148 335 ( 31,237 ) ( 41,438 ) - - ( 246 ) 24,493 ( 2 ) 27,551 74,829 ( 19,666 ) 535,117 ( 749,639 )

(To be continued)

(Continued)

(Continued)
Code A51160 Increase in other financial assets A51170 Decrease (increase) in reinsurance contract asset A51990 Increase in other assets A52120 Increase (decrease) in claims payable A52140 Increase (decrease) in commissions payable A52150 Increase (decrease) in due to reinsurers and ceding companies A52160 Increase in Other Payables A52200 Decrease in employees’ benefit liability A52990 Increase in other liabilities A33000 Cash inflow from operations A33100 Interest received A33200 Dividends received A33500 Income tax paid AAAA Net cash inflow from operating activities CASH FLOWS FROM INVESTING ACTIVITIES B02700 Payments for property and equipment B03800 Decrease in refundable deposits B04500 Payments for intangible assets B05400 Payments for investment properties B05500 Proceeds from disposal of investment properties B09900 Decrease in advance receipts BBBB Net cash inflow (outflow) from investing activities CASH FLOWS FROM FINANCING ACTIVITIES C03100 Decrease in guarantee deposits received C04020 Repayment of the principal of the lease liabilities C04500 Distribute cash dividends CCCC Net cash outflow used in financing activities EEEE CURRENT INCREASE IN CASH AND CASH EQUIVALENTS FOR THE PERIOD E00100 CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD E00200 CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD		2020 $ 12,157 ) 61,118 ) 7 ) 4,404 ) 13,156 21,437 ) 22,400 535 ) 6,855 394,606 116,338 150,530 126,529) 534,945 10,723 ) 9,327 8,475 ) 424 ) 140,339 - 130,044 363 ) 33,188 ) 362,201) 395,752) 269,237 3,415,293 $ 3,684,530		2019
	( ( ( ( ( ( ( ( ( ( ( ( ( (		( ( ( ( ( ( ( ( ( ( ( ( ( (	$ 130,620 ) 92,559 9,575 ) 4,202 1,674 ) 5,856 53,377 4,782 ) 2,521 476,804 109,305 132,982 134,307) 584,784 8,728 ) 8,595 4,482 ) 1,353 ) - 36,477) 42,445) 3,746 ) 34,860 ) 325,981) 364,587) 177,752 3,237,541 $ 3,415,293

Subsequent notes are incorporated as part of this individual financial statement.

Chairman: Steve Lee

President: Chao-Feng Chen

Chief Accountant: Pi-Chen Wang

Annex V

Taiwan Fire & Marine Insurance Co., Ltd.

2020 Earnings Distribution Table

Unit: NT$Thousand	Unit: NT$Thousand	Unit: NT$Thousand
Item	Subtotal	Amount
Unappropriated retained earnings,beginning		254,574
Add: Current netprofit after tax	687,595
Add: Reversal of special reserve provided upon the first-time adoption of TIFRS	14,267
Add: Remeasurement of defined benefit plans recognized as retained earnings	971
Add: The accumulated gains or losses from disposal of equity instruments at fair value through other comprehensive income/disposal of equity instruments at fair value through other comprehensive income by affiliates are transferred to the retained earnings directly.	10,609
The current net profit after tax plus any items other than		713,442
the current net profit is stated into the current
unappropriated earnings.
Less: Legal reserve		142,688
Less: Special reserve		172,097
Add: Reversal of special reserve – transformationplan		1,672
Current total distributable amount		654,903
Distributable items:
Dividend to shareholders		398,421
Unappropriated retained earnings, ending		256,482

Note: 1. NT$398,421 thousand was allocated from the total distributable amount to distribute the bonus to shareholders at NT$1.1 per share. The earnings 2020 shall be distributed as the first priority.
The Company’s distribution of dividends was based on the 362,200,400 outstanding shares in total.

Chairman: Steve Lee

President: Chao-Feng Chen Chief Accountant: Pi-Chen Wang

Annex VI

Taiwan Fire & Marine Insurance Co., Ltd. Company Corporate Charter Amendment Comparison Table


Amendment	Clauses currently in force	Descriptions
Article 6 The Company issues its shares to registered shareholders only. Share certificates are issued with the signatures or authorized signatory stamp of the directors representing the Company,and subject toduly certified or authenticated by the bank competent to certify shares under the laws before issuance thereof. The Company may issue shares exempted from printing paper stock certificates, but shall register the shares with the centralized securities depository and clearinginstitution.	Article 6 The Company issues its shares to registered shareholders only. Share certificates are issued with the signatures or authorized signatory stamp ofat least three directors,together with the Company’s stamp,subject to certification pursuant to the law. The Company may issue shares exempted from printing paper stock certificates, but shall register the shares with the centralized securities depository and clearing institution.	Amend the way of printing stock certificates referred to in Paragraph 1 herein, pursuant to Article 162 of the Company Act.
Article 40 The Corporate Charter established on May 2, 1947. The 1stamendment dated August 23, 1949; The 2ndamendment dated April 30, 1951; The 3rdamendment dated March 26, 1958; The 4thamendment dated March 5, 1959; The 5thamendment dated September 30, 1959; The 6thamendment dated September 16, 1964; The 7thamendment dated October 8, 1965; The 8thamendment dated March 24, 1967; The 9thamendment dated August 25, 1972; The 10thamendment dated September 24, 1976; The 11thamendment dated September 16, 1977; The 12thamendment dated	Article 40 The Corporate Charter established on May 2, 1947. The 1stamendment dated August 23, 1949; The 2ndamendment dated April 30, 1951; The 3rdamendment dated March 26, 1958; The 4thamendment dated March 5, 1959; The 5thamendment dated September 30, 1959; The 6thamendment dated September 16, 1964; The 7thamendment dated October 8, 1965; The 8thamendment dated March 24, 1967; The 9thamendment dated August 25, 1972; The 10thamendment dated September 24, 1976; The 11thamendment dated September 16, 1977; The 12thamendment dated	Add the dates of amendments hereto.

Amendment	Clauses currently in force	Descriptions
September 27, 1980; The 13thamendment dated January 21, 1985; The 14thamendment dated May 24, 1990; The 15thamendment dated February 27, 1992; The 16thamendment dated September 16, 1993; The 17thamendment dated August 12, 1994; The 18thamendment dated October 21, 1995; The 19thamendment dated December 12, 1997; The 20thamendment dated November 17, 1998; The 21stamendment dated May 12, 1999; The 22ndamendment dated June 28, 2000; The 23rdamendment dated May 22, 2001; The 24thamendment dated May 20, 2002; The 25thamendment dated June 11, 2004; The 26thamendment dated June 9, 2006; The 27thamendment dated June 15, 2007; The 28thamendment dated June 13, 2008; The 29thamendment dated June 19, 2009; The 30thamendment dated June 8, 2010; The 31stamendment dated June 15, 2012; The 32ndamendment dated June 21, 2013; The 33rdamendment dated June 6, 2014; The 34thamendment dated June 12, 2015; The 35thamendment dated June 14, 2016; The 36thamendment dated June 15, 2018; The 37thamendment dated June	September 27, 1980; The 13thamendment dated January 21, 1985; The 14thamendment dated May 24, 1990; The 15thamendment dated February 27, 1992; The 16thamendment dated September 16, 1993; The 17thamendment dated August 12, 1994; The 18thamendment dated October 21, 1995; The 19thamendment dated December 12, 1997; The 20thamendment dated November 17, 1998; The 21stamendment dated May 12, 1999; The 22ndamendment dated June 28, 2000; The 23rdamendment dated May 22, 2001; The 24thamendment dated May 20, 2002; The 25thamendment dated June 11, 2004; The 26thamendment dated June 9, 2006; The 27thamendment dated June 15, 2007; The 28thamendment dated June 13, 2008; The 29thamendment dated June 19, 2009; The 30thamendment dated June 8, 2010; The 31stamendment dated June 15, 2012; The 32ndamendment dated June 21, 2013; The 33rdamendment dated June 6, 2014; The 34thamendment dated June 12, 2015; The 35thamendment dated June 14, 2016; The 36thamendment dated June 15, 2018; The 37thamendment dated June

	Amendment	Clauses currently in force	Descriptions
	14, 2019; The 38thamendment dated June 12, 2020; The 39thamendment dated June 18, 2021.	14, 2019; The 38thamendment dated June 12, 2020;

Annex VII

Taiwan Fire & Marine Insurance Co., Ltd. Procedural Rules of General Meetings Amendment Comparison Table

Amendment Clauses currently in force Descriptions Article 3 Article 3 1. In reference to the Unless otherwise provided by Unless otherwise provided by “Sample Template for law or regulation, general law or regulation, general XXX Co., Ltd. Rules of meetings of the Company shall meetings of the Company shall Procedure for General be convened by the Board of be convened by the Board of Meeting” published and Directors. Directors. enforced under TWSE’s The Company shall prepare The Company shall prepare letters under electronic versions of the general electronic versions of the general TWSE-Governance No. meeting notice and proxy forms, meeting notice and proxy forms, 1090009468 dated June 3, and the origins of and and the origins of and 2020 and explanatory materials relating to explanatory materials relating to TWSE-Governance No. all proposals, including all proposals, including 1100001446 dated proposals for ratification, matters proposals for ratification, matters January 28, 2021 for deliberation, or the election for deliberation, or the election (hereinafter referred to as or dismissal of directors and or dismissal of directors and the “Sample Template”), upload them to the Market upload them to the Market the Company plans to Observation Post System Observation Post System include the other laws and (MOPS) before thirty days (MOPS) before thirty days regulations providing before the date of annual general before the date of annual general restrictions on proposal meeting or before fifteen days meeting or before fifteen days raised as extemporary before the date of extraordinary before the date of extraordinary motion, other than the general meeting. The Company general meeting. The Company Company Act as referred shall prepare electronic versions shall prepare electronic versions to in the pre-amended of the general meeting agenda of the general meeting agenda provisions and, therefore, and supplemental meeting and supplemental meeting amends Paragraph 4 of materials and upload them to the materials and upload them to the this provision. MOPS before 21 days before the MOPS before 21 days before the 2. According to the Sample date of the annual general date of the annual general Template, and in response meeting or before fifteen days meeting or before fifteen days to additions and before the date of the before the date of the amendments to Article extraordinary general meeting. In extraordinary general meeting. In 172-1 of the Company addition, before fifteen days addition, before fifteen days Act, the Company amends before the date of the general before the date of the general Paragraph 6 of this meeting, the Company shall also meeting, the Company shall also provision accordingly. have prepared the general have prepared the general meeting agenda and meeting agenda and supplemental meeting materials supplemental meeting materials and made them available for and made them available for review by shareholders at any review by shareholders at any time. The meeting agenda and time. The meeting agenda and supplemental materials shall also supplemental materials shall also be displayed at the Company and be displayed at the Company and the professional shareholder the professional shareholder services agent designated thereby services agent designated thereby as well as being distributed as well as being distributed

Amendment on-site at the meeting place. The reasons for convening a general 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. Election or dismissal of directors, amendments to the Corporate Charter, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the Company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the Company, or any matter under Paragraph 1 of Article 185 of the Company Act, Article 26-1 and Article 43-6 of the Securities and Exchange Act, and Article 56-1 and Article 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the general meeting. None of the above matters may be raised as an extemporary motion. Where re-election of all directors as well as their inauguration date is stated in the notice of the reasons for convening the general meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extempore motion or any other procedure in the same meeting. Shareholder(s) holding 1% or more of the total number of outstanding shares of a company may propose to the Company a proposal for discussion at a annual general meeting, provided

Clauses currently in force on-site at the meeting place. The reasons for convening a general 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.

Election or dismissal of directors, amendments to the Corporate Charter, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Paragraph 1 of Article 185 of the Company Act shall be set out and the essential contents explained in the notice of the reasons for convening the general meeting . None of the above matters may be raised as an extemporary motion. The essential contents may be posted on the website designated by the competent authority in charge of securities affairs or the

Company, and such website shall be indicated in the above notice. Where re-election of all directors as well as their inauguration date is stated in the notice of the reasons for convening the general meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extempore motion or any other procedure in the same meeting. Shareholder(s) holding 1% or more of the total number of outstanding shares of a company may propose to the Company a proposal for discussion at annual general meeting, provided that

Descriptions

Amendment Clauses currently in force that only one matter shall be only one matter shall be allowed allowed in each single proposal, in each single proposal, and in and in case a proposal contains case a proposal contains more more than one matter, such than one matter, such proposal proposal shall not be included in shall not be included in the the agenda. In addition, when the agenda. Notwithstanding, a circumstances of any shareholder’s proposal for urging subparagraph of Article 172-1, the Company to promote public paragraph 4 of the Company Act interests or fulfill its social apply to a proposal put forward responsibilities may still be by a shareholder, the Board of included in as a motion by the Directors may exclude it from Board of Directors. In addition, the agenda. Any shareholder may when the circumstances of any propose any suggestive motion subparagraph of Article 172-1, to urge the Company to promote paragraph 4 of the Company Act public interests or fulfill its apply to a proposal put forward social responsibilities. by a shareholder, the Board of Procedurally, the shareholder is Directors may exclude it from allowed to propose no more than the agenda. one motion pursuant to Article Prior to the book closure date 172-1 of the Company Act. Any before annual general meeting is additional proposal will not be held, the Company shall publicly included as a motion. announce its acceptance of Prior to the book closure date shareholder proposals in writing before an annual general meeting or electronically, and the location is held, the Company shall and time period for their publicly announce its acceptance submission; the period for of shareholder proposals in submission of shareholder writing or electronically, and the proposals may not be less than location and time period for their ten days. submission; the period for Shareholder-submitted proposals submission of shareholder are limited to 300 words, and no proposals may not be less than proposal containing more than ten days. 300 words will be included in the Shareholder-submitted proposals meeting agenda. The shareholder are limited to 300 words, and no making the proposal shall be proposal containing more than present in person or by proxy at 300 words will be included in the the annual general meeting and meeting agenda. The shareholder take part in discussion of the making the proposal shall be proposal. present in person or by proxy at The Company shall, prior to the annual general meeting and preparing and delivering the take part in discussion of the general meeting notice, inform, proposal. by a notice, all the proposal

The Company shall, prior to preparing and delivering the general meeting notice, inform, by a notice, all the proposal submitting shareholders of the proposal screening results, and shall list in the general meeting notice the proposals conforming to the requirements set out in this Article. At the general meeting, the Board of Directors shall

Descriptions

Amendment Clauses currently in force Descriptions notice the proposals conforming explain the reasons for exclusion to the requirements set out in this of any shareholder proposals Article. At the general meeting, from the agenda. the Board of Directors shall explain the reasons for exclusion of any shareholder proposals from the agenda. Article 9 Article 9 According to the Sample Attendance at general meetings Attendance at general meetings shall be calculated based on shall be calculated based on improve the corporate numbers of shares. The number numbers of shares. The number governance and maintain of shares in attendance shall be of shares in attendance shall be shareholders’ equity, the calculated according to the calculated according to the Company amends shares indicated by the shares indicated by the Paragraph 2 of this attendance book and sign-in attendance book and sign-in provision accordingly. cards handed in plus the number cards handed in plus the number of shares whose voting rights are of shares whose voting rights are exercised by correspondence or exercised by correspondence or electronically. electronically. The Chairman shall call the The Chairman shall call the meeting to order at the appointed meeting to order at the appointed meeting time, and announce the meeting time. However, when number of shareholders without the attending shareholders do not voting right and shares of represent a majority of the total represented by present number of issued shares, the shareholders at the same time. Chairman may announce a However, when the attending postponement, provided that no shareholders do not represent a more than two such majority of the total number of postponements, for a combined issued shares, the Chairman may total of no more than one hour, announce a postponement, may be made. If the quorum is provided that no more than two not met after two postponements such postponements, for a and the attending shareholders combined total of no more than still represent less than one third one hour, may be made. If the of the total number of issued quorum is not met after two shares, the Chairman shall postponements and the attending declare the meeting adjourned. shareholders still represent less If the quorum is not met after than one third of the total number two postponements as referred to of issued shares, the Chairman in the preceding paragraph, but shall declare the meeting the attending shareholders adjourned. represent one third or more of If the quorum is not met after the total number of issued shares, two postponements as referred to a tentative resolution may be in the preceding paragraph, but adopted pursuant to Article 175, the attending shareholders paragraph 1 of the Company Act; represent one third or more of the all shareholders shall be notified total number of issued shares, a of the tentative resolution and tentative resolution may be another general meeting shall be adopted pursuant to Article 175, convened within one month. paragraph 1 of the Company Act; When, prior to conclusion of the

According to the Sample Template, and in order to improve the corporate governance and maintain shareholders’ equity, the Company amends Paragraph 2 of this provision accordingly.

Amendment Clauses currently in force Descriptions all shareholders shall be notified meeting, the attending of the tentative resolution and shareholders represent a majority another general meeting shall be of the total number of issued convened within one month. shares, the Chairman may When, prior to conclusion of the resubmit the tentative resolution meeting, the attending for a vote by the general meeting shareholders represent a majority pursuant to Article 174 of the of the total number of issued Company Act. shares, the Chairman may resubmit the tentative resolution for a vote by the general meeting pursuant to Article 174 of the Company Act. Article 14 Article 14 According to the Sample The election of directors at a The election of directors at a Template, and in order to general meeting shall be held in general meeting shall be held in improve the corporate accordance with the applicable accordance with the applicable governance and maintain election and appointment rules election and appointment rules shareholders’ equity, the adopted by the Company, and the adopted by the Company, and Company amends voting results shall be announced the voting results shall be Paragraph 1 of this on-site immediately, including announced on-site immediately, provision accordingly. the names of those elected as including the names of those directors and the number of votes elected as directors and the received and the list of directors numbers of votes received. losing in the election and the The ballots for the election number of votes received. referred to in the preceding The ballots for the election paragraph shall be sealed with referred to in the preceding the signatures of the monitoring paragraph shall be sealed with personnel and kept in proper the signatures of the monitoring custody for at least one year. If, personnel and kept in proper however, a shareholder files a custody for at least one year. If, lawsuit pursuant to Article 189 however, a shareholder files a of the Company Act, the ballots lawsuit pursuant to Article 189 shall be retained until the of the Company Act, the ballots conclusion of the litigation. shall be retained until the conclusion of the litigation.

Appendix I

Taiwan Fire & Marine Insurance Co., Ltd. Procedural Rules of General Meetings

Article 1 To establish a strong governance system and sound supervisory capabilities for general meetings of the Company, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.
Article 2 The procedural rules for general meetings of the Company, except as otherwise provided by law, regulation, or the Corporate Charter, shall be as provided in these Rules.
Article 3 Unless otherwise provided by law or regulation, general meetings of the Company shall be convened by the Board of Directors.
The Company shall prepare electronic versions of the general 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 Market Observation Post System (MOPS) before thirty days before the date of annual general meeting or before fifteen days before the date of extraordinary general meeting. The Company shall prepare electronic versions of the general meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the annual general meeting or before fifteen days before the date of the extraordinary general meeting. In addition, before fifteen days before the date of the general meeting, the Company shall also have prepared the general meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby as well as being distributed on-site at the meeting place.

The reasons for convening a general 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.

Election or dismissal of directors, amendments to the Corporate Charter, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Paragraph 1 of Article 185 of the Company Act shall be set out and the essential contents explained in the notice of the reasons for convening the general meeting. None of the above matters may be raised as an extemporary motion. The essential contents may be posted on the website designated by the competent authority in charge of securities affairs or the Company, and such website shall be indicated in the above notice.

Where re-election of all directors as well as their inauguration date is stated in the notice of the reasons for convening the general meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extempore motion or any other procedures in the same meeting.

A shareholder holding one percent or more of the total number of issued shares may submit to the Company a written proposal for discussion at annual general meeting. The number of items so proposed, however, is limited to one only, and no proposal

containing more than one item will be included in the meeting agenda, provided a shareholder proposal for urging the corporation to promote public interests or fulfill its social responsibilities may still be included in the agenda by the Board of Directors. In addition, when the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the Board of Directors may exclude it from the agenda.

Prior to the book closure date before annual general meeting is held, the Company shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than ten days.

Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the annual general meeting and take part in discussion of the proposal.

Article 4 For each general meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company 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 general meeting, and shall deliver the proxy form to the Company five days before the date of the general 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 Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company two business days before the meeting date. If the cancellation notice is submitted after due date, votes casted at the meeting by the proxy shall prevail.
Article 5 The venue for a general meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a general 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.
Article 6 The Company shall specify in its general meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and any other important matters.
The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least thirty 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.

Shareholders and their proxies (hereinafter referred to as “shareholders” collectively) shall attend general 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 Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.

The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker’s slips, voting slips, and other meeting materials. Where there is an election of directors, 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 general meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.

Article 7 If a general meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman of Board. When the Chairman is on leave or for any reason unable to exercise the powers of the Chairman, the Vice Chairman shall act in place of the Chairman. If there is no Vice Chairman or the Vice Chairman also is on leave or for any reason unable to exercise the powers of the Vice Chairman, the Chairman shall appoint one of the directors to act as Chairman. Where the Chairman does not make such a designation, the directors shall select from among themselves one person to serve as Chairman.

When a director serves as Chairman, as referred to in the preceding paragraph, the director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as Chairman.

It is advisable that general meetings convened by the Board of Directors be chaired by the Chairman of Board in person and attended by a majority of the directors in person, 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 general 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 Chairman from among themselves.

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

Article 8 The Company, 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 general 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 ballots shall be retained until the conclusion of the litigation.
Article 9 Attendance at general meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.
The Chairman shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the Chairman 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 Chairman shall declare the meeting adjourned.

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 pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another general meeting shall be convened within one month.

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

Article 10 If a general 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 extempore 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 general meeting.

The provisions of the preceding paragraph apply mutatis mutandis to a general meeting convened by a party with the power to convene that is not the Board of Directors.

The Chairman may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extempore motions), except by a resolution of the general meeting. If the Chairman declares the meeting adjourned in violation of the rules of procedure, the other members of the Board of Directors shall promptly assist the attending shareholders in electing a new Chairman in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

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

Article 11 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 Chairman.

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 Chairman, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed five minutes. If the shareholder’s speech violates the rules or exceeds the scope of the agenda item, the Chairman 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 Chairman and the shareholder that has the floor; the Chairman shall stop any violation.

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

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

Article 12 Voting at a general meeting shall be calculated based the number of shares.

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

When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, 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.

With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3% 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.

Article 13 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 Company 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 general 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 extempore motions and amendments to original proposals of that meeting; it is therefore advisable that the Company avoid the submission of extempore motions and amendments to original proposals.

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 Company before two days before the date of the general 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 general 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 Company, by the same means by which the voting rights were exercised, before two business days before the date of the general 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 general meeting, the voting rights exercised by the proxy in the meeting shall prevail.

Except as otherwise provided in the Company Act and in the Company’s Corporate Charter, 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 Chairman or a person designated by the Chairman shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.

When there is an amendment or an alternative to a proposal, the Chairman 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 Chairman, provided that all monitoring personnel shall be shareholders of the Company.

Vote counting for general meeting proposals or elections shall be conducted in public at the place of the general 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.

Article 14 The election of directors at a general meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes 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 15 Resolutions adopted by a general meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the Chairman of the meeting and shall be distributed to all shareholders of the Company within twenty days after the close of the meeting. The meeting minutes may be produced and distributed in electronic form.
The Company 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 date and place of the meeting, the Chairman’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 Company.
Article 16 On the day of a general meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the general meeting.

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

Article 17 Staff handling administrative affairs of a general meeting shall wear identification cards or arm bands.
The Chairman 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 general meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the Chairman may prevent the shareholder from so doing.

When a shareholder violates the rules of procedure and defies the Chairman’s correction, obstructing the proceedings and refusing to heed calls to stop, the Chairman may direct the proctors or security personnel to escort the shareholder from the meeting.
Article 18 When a meeting is in progress, the Chairman may announce a break based on time considerations. If a force majeure event occurs, the Chairman 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 extempore motions) on the meeting agenda have been addressed, the general meeting may adopt a resolution to resume the meeting at another venue.

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

Article 19 These Rules shall take effect after having been submitted to and approved by a general meeting. Subsequent amendments thereto shall be effected in the same manner.

Appendix II

Taiwan Fire & Marine Insurance Co., Ltd. Corporate Charter

Chapter I General Rules

Article 1 The Company was organized in accordance with the regulations governing companies limited by shares in the Company Act and was named Taiwan Fire & Marine Insurance Co., Ltd. (Chinese name : 臺灣產物保險股份有限公司)
Article 2 The Company aims to underwrite property insurance, striving to stimulate economy and develop social welfare benefits.
Article 3 The Company’s head office is situated in Taipei City. The Company may establish domestic or overseas branches/offices pursuant to laws to develop the Company’s business, where necessary.
Article 4 The Company’s announcements shall be made in accordance with Article 28 of the Company Act.

Chapter II Shares

Article 5 The Company’s authorized capital amounts to NT$6 billion, divided into 600 million shares at NT$10 per share, and issued in batch. The issuance quota and rules governing the subscription for unissued shares shall be resolved by the Board of Directors. The issue price per share shall be set by the Board of Directors pursuant to the Company Act or securities-related laws.
Article 6 The Company issues its shares to registered shareholders only. Share certificates are issued with the signatures or authorized signatory stamp of at least three directors, together with the Company’s stamp, subject to certification pursuant to laws.
The Company may issue shares exempted from printing paper stock certificates, but shall register the shares with the centralized securities depository and clearing institution.
Article 7 The shareholders shall complete and deliver their authorized signatory stamp to the Company. The shareholders’ receipt of stock dividends, exercise of shareholders’ right in writing, or communications with the Company in writing shall be subject to the specific authorized signatory stamp, unless otherwise stipulated in laws or the Company’s Corporate Charter.
Article 8 The registration of share transfer shall be suspended within sixty days prior to the date of annual general meeting, or within thirty days prior to the date of an extraordinary general meeting, or within five days prior to the record date set by the Company for distribution of dividends, bonus or other profit.
Article 9 The Company’s shareholders service affairs shall be processed according to the “Regulations Governing the Administration of Shareholder Services of Public stock Companies” promulgated by the competent authority, related laws and regulations.

Chapter III Business

Article 10 The Company’s business line is stated as following: H501021 Property insurance.

Chapter IV General Meetings
Article 11 The Company’s shareholders consist of the annual general meetings and extraordinary general meetings. The annual general meeting is convened once a year within six months after the end of each fiscal year. An extraordinary general meeting may be held pursuant, if needed.
Article 12 Annual general meeting shall be notified thirty days prior to the meeting, and within fifteen days for extraordinary general meeting, with the meeting notice specifying the date, venue, and causes of such meeting sent to each shareholder.
Article 13 Any shareholder who is unable to attend a general meeting in person may issue a power of attorney in the format printed by the Company indicating the scope of power, and shall deliver the power of attorney to the Company within five days before the date of the general meeting, in order to appoint a proxy to attend the meeting on behalf of him/her. The rules governing attendance by proxy shall follow Article 177 of the Company Act, and the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” promulgated by the competent authority, and related laws & regulations.
Article 14 If a general meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman of Board. When the Chairman is unable to attend the meeting, the Vice Chairman shall act in place of the Chairman. If the Vice Chairman is also unable to attend the meeting, the Chairman shall appoint one of the directors to act as Chairman. Where the Chairman does not make such a designation, the directors shall select among themselves one person to serve as Chairman. If the general meeting is convened by a party with power to convene, 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 Chairman among themselves.
During a general meeting, if the Chairman declares the adjournment of the meeting in a manner in violation of the Company’s Procedural Rules for General Meetings, a new Chairman of the meeting may be elected by a resolution and adopted by a majority of the shareholders present to continue the meeting.
Article 15 Matters related to resolutions of general meetings are as follows:
I. Enact and amend the Company’s Corporate Charter;
II. Appoint and dismiss directors (including independent directors);
III. Financial statements prepared by the Board of Directors, and Audit Committee’ audit report;
IV. Capital increases/decreases;
V. Distribution of earnings, dividends and bonuses, provided that where the dividends and bonus to be distributed are allocated in cash, in whole or in part, it shall be resolved by a Board meeting pursuant to Paragraph 2 of Article 36 herein;
VI. Other important motions to be resolved by a general meeting pursuant to laws.
Article 16 Resolutions at a general meeting shall, unless otherwise regulated in relevant laws, only be adopted by a majority of voting rights of the shareholders present, who represent more than half of the total outstanding shares.

When the number of shareholders present does not constitute the quorum prescribed in the preceding article, 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 present. A notice of such tentative resolution shall be given to each of the shareholders, and reconvene a general meeting within one month.

In the meeting of shareholders described in the preceding paragraph, if the tentative resolution is again adopted by a majority of attending shareholders who represent one-third or more of the total number of issued shares, such tentative resolution shall be deemed to be a resolution under Paragraph 1.

Article 17 The Company’s shareholders are entitled to one vote per share, unless otherwise provided in laws.
Article 18 Resolutions adopted at a general meeting shall be recorded in the minutes of the meeting, affixed with the signature or seal of the Chairman of the meeting and distributed to all shareholders of the company within twenty days after the close of the meeting.

The preparation and distribution of the minutes of general meeting as required in the preceding Paragraph may be effected by means of electronic transmission.

Distribution of the meeting minutes referred to in Paragraph 1 may be done by public notice.

The minutes of general meeting shall record the date and place of the meeting, the name of the Chairman, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the meeting. The minutes shall be kept persistently throughout the life of the company.

The attendance list bearing the signatures of shareholders present at the meeting and the powers of attorney of the proxies shall be kept by the Company for a minimum period of one year.

Chapter V Board of Directors

Article 19 The Company shall have 9–12 directors to form the Board of Directors. The election of directors adopts the candidates nomination system referred to in Article 192-1 of the Company Act. The acceptance and publication of nomination of candidates for directors shall be governed by the Company Act and Securities and Exchange Act. The election of directors shall be completed in accordance with Article 198 of the Company Act. The directors shall serve a three-year term of office and eligible for reelection. Notwithstanding, the elected director who is a government or juristic person, or the representative thereof, may be reappointed from time to time subject to their job duties. When the number of vacancies in the Board of Directors equals to one-thirds of the total number of directors, the Board of Directors shall convene a special meeting within sixty days to elect succeeding directors to fill the vacancies. The reappointed or reelected directors shall serve the remaining term of office.

The total number of shares held by all directors referred to in the preceding paragraph shall satisfy the related laws and regulations.

The Board of Directors is authorized to determine the level of remuneration to Chairman, Vice Chairman and directors (including Independent Directors) based on their engagement in and contribution to the Company’s operations, and in reference to peer companies’ pay.

The Company may take out directors’ liability insurance with respect to liabilities resulting from exercising their duties during their terms of directorship.

Article 19-1 Of all directors referred to in the preceding Article, there shall be at least three independent directors who shall be no less than one-fifths of all directors.
The election of independent directors and the other directors shall be consolidated, provided that the quota of the elected shall be counted separately. Candidates to whom the ballots are cast represent a prevailing number of votes shall be deemed independent directors and the other directors elected.

The professional qualification, shareholdings, restrictions on concurrent positions, determination of independence, method of nomination and election, and other requirements to be met, shall comply with the related requirements posed by the competent authority and relevant written interpretations.

None of the independent directors and the directors may exchange their position during their terms of office.

Article 20 A Board meeting shall be attended by more than two-thirds of the directors, and the Board of Directors shall elect a Chairman of Board from among the directors by a majority vote at the meeting, and may also elect in the same manner a Vice Chairman of Board. The Chairman shall chair general meetings and Board meetings internally, and act on behalf of the Company externally. In case the Chairman is on leave or absent or cannot exercise his power and authority for any cause, the Vice Chairman shall act on his behalf. In case the Vice Chairman is also on leave or absent or unable to exercise his power and authority for any cause, the Chairman shall designate one of the directors to act on his behalf. Where the Chairman does not make such a designation, the directors shall select from among themselves one person to serve as Chairman.
Article 21 The authorities of the Board of Directors are as follows:
I. Review and approval of important rules and regulations.
II. Approval of business plans.
III. Establish proposals for capital increases/decreases.
IV. Approval of addition, relocation or abolishment of all business locations engaged in developing the Company’s business, such as branches and overseas offices, or changes in the names, subordination or responsible persons thereof.
V. Approval of major contracts.
VI. Approval of budget and final accounts.
VII. Approval of disposal of the Company’s substantial assets.
VIII. Approval of investment in other companies.
IX. Draft of the motion for distribution of earnings.
X. Review on audit report.
XI. Authorization of important businesses.
XII. Decision of appointment, dismissal, remuneration and job duty of the president, vice president and other managerial officers or equivalents.
XIII. Other job duties granted by laws and a general meeting.

The Board of Directors’ exercise of job duty pursuant to subparagraph 8 of the preceding paragraph may be exempted from the restrictions posed in Paragraph 1 of Article 13 of the Company Act, which provides that the Company’s total investment in other companies shall be no more than 40% of the Company’s paid-in capital.

Article 21-1 If an independent director objects to or expresses reservations about any matter to be reported to a Board meeting pursuant to Article 14-3 of the Securities and Exchange Act, it shall be recorded in the minutes of the Board meeting. An independent director intending to express an objection or reservation but unable to attend the meeting in person shall, unless there is some legitimate reason to do otherwise, issue a written opinion in advance, which shall be recorded in the meeting minutes.
Article 22 The Board of Directors shall establish related units in accordance with the “Regulations Governing Implementation of Internal Control and Auditing System of Insurance Enterprises” and related laws & regulations, and appoint/dismiss the staff thereof.

Article 23 The Board of Directors shall meet at least quarterly. Where the Chairman deems it necessary, or in the case of any emergency, the Chairman may convene a special meeting. The notice for convening a Board meeting may be served in writing or by electronic means.
Article 24 Where any director fails to attend a Board meeting in person with causes, he/she may appoint another director as his/her proxy to attend the meeting on behalf of him/her by issuing a power of attorney specifying the scope of authority with reference to the subjects to be discussed at the meeting,
A director may accept the appointment to act as the proxy referred to in the preceding Paragraph of one other director only.
If a Board meeting is convened by way video conference, those who participate in the meeting using video conferencing are considered to have attended the meeting in person.
Article 25 Unless otherwise provided for in the Company Act and other related laws, resolutions of the Board of Directors shall be adopted by a majority of the directors at a meeting attended by a majority of the directors.
Article 26 Board meeting resolutions shall be compiled into detailed minutes, signed or sealed by the Chairman and record taker, and disseminated to each shareholder within twenty days after the meeting. The minutes shall be included into the Company’s important files and retained for the duration of the existence of the Company.
The preparation and distribution of the minutes of general meeting as required in the preceding Paragraph may be effected by means of electronic transmission.
Article 27 When convening a meeting, the Board of Directors shall notify each director and may ask the president, vice president or related personnel to attend the meeting. Except directors, the other attendees shall have no voting right.

Chapter VI Audit Committee and Other Functional Committees

Article 28 The Audit Committee shall be composed of the entire number of Independent Directors. It shall not be fewer than three persons in number, one of whom shall be convener, and at least one of whom shall have accounting or financial expertise.
Article 29 The Company may establish the other functional committees pursuant to laws.
Article 30 The exercise of powers and other requirements to be met by the Audit Committee and the other functional committees shall be governed by related laws and the Company’s regulations.
Article 31 The committees referred to in the preceding Article shall set forth their own articles of association to govern the number of personnel, term of office and job duty, which shall be implemented upon resolution by the Board of Directors.

Chapter VII Managers

Article 32 The Company shall have one president in charge of the motions resolved by the Board of Directors. Appointment and dismissal thereof shall be proposed by the Chairman of Board to the Board of Directors, and adopted upon resolution adopted by a majority of the directors.

The Company shall also elect several seats of vice president and managers to assist the president to conduct businesses. Appointment and dismissal thereof shall be proposed by the president to the Board of Directors, and adopted upon resolution adopted by a majority of the directors.

Remuneration to the Company’s president, vice presidents and other managerial officers or equivalents shall be decided based on the Company’s regulations governing authorization of salary and in reference to their contribution to the Company.

Article 33 If the President fails to perform his job duty with causes, the Chairman may appoint one among from the vice presidents to act on behalf of the President upon authorization of the Board of Directors.

Chapter VIII Accounting

Article 34 The Company’s fiscal year shall commence from January 1 to December 31 of each year. The Company shall close accounts quarterly, namely in four periods, and complete the annual settlement at the end of each year.
Article 35 The Board of Directors shall prepare the following statements and reports at the end of each fiscal year. These statements and reports shall be submitted to annual general meeting for acknowledgment.
I.Business report.
II.Financial statements.

III.The surplus earning distribution or loss off-setting proposals.

Article 35-1

If the Company retains profit at the end of any fiscal year, it shall contribute 1%–5% of the same as the remuneration to employees, and no more than 5% to the directors. No independent directors are allowed to participate in the distribution of remuneration to directors. Notwithstanding, when the Company still has accumulated losses, an amount equivalent to said losses shall be reserved to make up for the loss in advance.

The Company may, by a resolution adopted by a majority vote at a Board meeting attended by two-thirds of the all directors, distribute the remuneration to employees in the form of shares or in cash, and in addition thereto a report of such distribution shall be submitted to the general meeting.

The Company may, by a resolution adopted by a majority vote at a Board meeting attended by two-thirds of the directors with respect to the motion proposed by the Remuneration Committee, authorize the Board of Directors to distribute the remuneration to directors in cash, within the prescribed limit.

Article 36 Shall there be earnings after the annual settlement, the earnings shall offset the accumulated losses from the previous years, and pay all the taxes, and 20% of the balance, if any, shall be provided as the legal reserve, unless the legal reserve reaches the total capital of the Company. When the special reserve is provided or reversed based on laws, the remaining amount, if any, may be combined with the balance of the undistributed earnings at the beginning of the year and the adjusted amount of the undistributed earnings of the year, for the purpose of the Board of Directors’ proposal for the earnings distributions under the Company’s dividend policy referred to in Article 37 hereof, which shall be submitted to a general meeting for resolution.
For the motion for distribution of earnings referred to in the preceding paragraph, the distributable dividends and bonuses, in whole or in part, are paid in cash after a resolution has been adopted by a majority votes at a meeting of the Board of Directors attended by two-thirds of the total number of directors, and a report of such distribution shall be submitted to the general meeting.
Article 37 The Company is an insurance enterprise. As the competition has been intensifying since the opening of the insurance market, by taking into account of the ability of

covering of the Company, enhancement of solvency, future needs of funds, and the long-term financial plans, as well as to properly meet the shareholders’ demand for cash inflows, the Board of Directors takes stable and balanced dividend policy for the profit distribution proposal of the year, and adjust the percentage of the equity dividend and cash dividends upon its discretions. The cash dividends are no less than 10% of the total dividends; however, if the cash dividend per share is lower than NT$0.1, it may be distributed in equity dividend.

Chapter IX Supplemental Provisions
Article 38 The Board of Directors is authorized to set forth the Company’s Memorandum and Articles of Association, table of hierarchical responsibility and other regulations separately.
Article 39 Any matters not mentioned herein shall be governed by the Insurance Act, Company Act and other related laws.
Article 40 The Corporate Charter was established on May 2, 1947. The 1[st] amendment dated August 23, 1949; The 2[nd] amendment dated April 30, 1951; The 3[rd] amendment dated March 26, 1958; The 4[th] amendment dated March 5, 1959; The 5[th] amendment dated September 30, 1959; The 6[th] amendment dated September 16, 1964; The 7[th] amendment dated October 8, 1965; The 8[th] amendment dated March 24, 1967; The 9[th] amendment dated August 25, 1972; The 10[th] amendment dated September 24, 1976; The 11[th] amendment dated September 16, 1977; The 12[th] amendment dated September 27, 1980; The 13[th] amendment dated January 21, 1985; The 14[th] amendment dated May 24, 1990; The 15[th] amendment dated February 27, 1992; The 16[th] amendment dated September 16, 1993; The 17[th] amendment dated August 12, 1994; The 18[th] amendment dated October 21, 1995; The 19[th] amendment dated December 12, 1997; The 20[th] amendment dated November 17, 1998; The 21[st] amendment dated May 12, 1999; The 22[nd] amendment dated June 28, 2000; The 23[rd] amendment dated May 22, 2001; The 24[th] amendment dated May 20, 2002; The 25[th] amendment dated June 11, 2004; The 26[th] amendment dated June 9, 2006; The 27[th] amendment dated June 15, 2007; The 28[th] amendment dated June 13, 2008;

The 29[th] amendment dated June 19, 2009; The 30[th] amendment dated June 8, 2010; The 31[st] amendment dated June 15, 2012; The 32[nd] amendment dated June 21, 2013; The 33[rd] amendment dated June 6, 2014; The 34[th] amendment dated June 12, 2015; The 35[th] amendment dated June 14, 2016; The 36[th] amendment dated June 15, 2018; The 37[th] amendment dated June 14, 2019; The 38[th] amendment dated June 12, 2020;

Appendix III

Taiwan Fire & Marine Insurance Co., Ltd. Code of Ethical Conduct

Article 1 (Purpose)
In order to guide the Company’s personnel to act in line with the ethical standards and enable the Company’s stakeholders to better understand the Company’s ethical standards, the Company enacted the Code of Ethical Conduct in accordance with the “Regulations Governing Implementation of Internal Control and Auditing System of Insurance Enterprises.”
Article 2 (Applicable Subjects) The Company’s personnel referred to herein, including the Company’s directors, managers (including the president and equivalents, vice presidents and equivalents, assistant vice presidents and equivalents, financial managers, accounting managers, and other persons managing the Company’s business and with the power to enter signature on behalf of the Company), and other employees.
Article 3 (Prevention of conflicts of interest)
The Company’s personnel shall deal official business objectively and efficiently and avoid taking advantage of the position held in the Company to bring unjustified benefit to themselves, or their spouses or second-degree relatives. Where the affiliates in which said personnel are working engage in loaning of funds, making of guarantees or trading of substantial assets with the Company, the Company’s personnel shall voluntarily explain to the Company whether any potential conflict of interest with the Company may exist.
Article 4 (Minimizing incentives to pursue personal gain)
The Company’s personnel shall be responsible for increasing the justified profit for the Company, and shall prevent the following activities:
I. Taking the advantage of the Company’s property or information, or job position, with an attempt to seek personal interest.
II. Taking the advantage of the Company’s property or information, or job position, to seek personal interest.
III. Competing with the Company.

Article 5 (Confidentiality)

Unless otherwise authorized, or provided by laws, the Company’s personnel shall be obligated to keep Company or customers information confidential. The confidential information includes any undisclosed information which might be utilized by competitors, or might create loss to the Company or its customers.

Article 6 (Fair trade)

The Company’s personnel shall treat the Company’s customers, competitors and employees fairly, and refrain from seeking unjustified benefit by manipulating,

concealing or abusing the information accessed, misrepresenting important issues or engaging in any other unfair trade.

Article 7 (Safeguarding and proper use of company assets) The Company’s personnel shall have responsible to protect Company’s assets, and ensuring that the assets may be used for official business legitimately and prevent any theft, negligence or waste, affecting Company’s profitability adversely.

Article 8 (Legal compliance) The Company’s personnel shall comply with the Securities and Exchange Act and other laws & regulations.

Article 9 (Encouraging reporting on illegal or unethical activities) The company shall internally raise awareness of ethical conducts and encourage employees to report to a managerial officer, chief internal auditor, or other appropriate individual upon suspicion or discovery of any activity in violation of a law or regulation or the Code of Ethical Conduct. To encourage employees to report illegal conduct, the Company shall establish a solid whistle-blowing system permitting anonymous whistle-blowers, making employees aware that the Company will use its best efforts to ensure the safety of whistle-blowers and protect them from reprisals.

Article 9-1 (Operating Procedure for Responding to Material Damages) When a director discovers the possibility that the Company will suffer substantial damage, he/she shall respond to it adequately and report it to the Audit Committee or independent directors immediately. The director shall report the same to the Board of Directors and monitor the Company’s reporting to the competent authority. Article 10 (Disciplinary measures) In the event of the Company’s personnel violation of the Code of Ethical Conduct, the Company shall handle the matter according to the relevant requirements, and also disclose immediately on Market Observation Post System (MOPS), the date and cause of violation, guidelines violated and resolution thereof. It is advisable that the Company establish a relevant appeal process to provide the violator with chance of appeal. Article 11 (Procedures for exemption) If relieve any Company personnel from the compliance with the Code of Ethical Conduct, a motion for exemption shall be approved upon resolution by the Board of Directors. The date of approval of the exemption, independent directors’ objection or reservation, if any; period, causes and guidelines applicable to the exemption shall be disclosed on the MOPS in a timely manner, in order to help shareholders assess whether the Board of Directors’ resolution is adequate, prevent any discretionary or suspected exemption from the compliance and ensure that any exemption from the compliance is subject to adequate control mechanism to protect the Company.

Article 12 (Method of disclosure)

The Company shall disclose the Code of Ethical Conduct adopted and any amendments to it on its company website, in annual reports, public prospectuses and on the MOPS.

Article 14 (Enforcement)

The Code shall be enforced upon approval of the Board of Directors, and report to a general meeting. The same shall apply with any subsequent amendments.

Appendix IV Taiwan Fire & Marine Insurance Co., Ltd. Shareholding of the 26th Term Board of Directors

The number of shares held by Directors recorded in the roster of shareholders as of the date of share transfer suspension for the General Meeting (April 20, 2021) is stated as below:

Title	Name	Date elected	Term of office	Shares
Chairman	Steve Lee	2020.06.12	3 years	7,509,939
Vice Chairman	Charles Sung (Representative of Yong-Shin Development Co.,Ltd.)	2020.06.12	3 Years	24,158,535
Director	Chung-Chou Chang (Representative of Yong-Shin Development Co.,Ltd.)	2020.06.12	3 Years	24,158,535
Director	Bin-Fu Chen (Representative of Yong-Shin Development Co.,Ltd.)	2020.06.12	3 Years	24,158,535
Director	Chain-Cheng Lee (Representative of Yong-Shin Development Co.,Ltd.)	2020.06.12	3 Years	24,158,535
Director	Su-Ju Hsu (Representative of Bank of Taiwan Co.,Ltd.)	2020.06.12	3 Years	64,608,278
Director	Mei-Ling Wu (Representative of Bank of Taiwan Co.,Ltd.)	2020.06.12	3 Years	64,608,278
Director	Tze-Yue Chen (Representative of Bank of Taiwan Co.,Ltd.)	2020.06.12	3 Years	64,608,278
Independent Director	Cheng-Ching Huang	2020.06.12	3 Years	0
Independent Director	Nien-Tsu Chiang	2020.06.12	3 Years	0
Independent Director	Jimmy T. Hsieh	2020.06.12	3 Years	0
A total of 88,766,813 shares held by Directors		Representing 24.51% of the total shares
Minimum required shares to be held by Directors: 14,488,016 shares.

Note: The Company establishes the Audit Committee to replace the function of Supervisors. Therefore, the minimum required shares to be held by Supervisors is not applicable.

AI assistant

TFMI — AGM Information 2021

52200_rns_2021-09-03_0844aa8d-00cc-48e3-acde-f34c214b0b2f.pdf

2021 Annual General Meeting

Meeting Agenda

Note to Readers:

June 18, 2021

Taiwan Fire & Marine Insurance Co., Ltd.

Table of Contents

Taiwan Fire & Marine Insurance Co., Ltd. 2021 Annual General Meeting

AGENDA

VII. Adjournment

Company Reports

1.

Proposed by the Board

Report:

Explanatory Notes :

2.

Proposed by the Board

Report:

Explanatory Notes:

3. Proposed by the Board

Report:

4.

Report:

Explanatory Notes:

5.

Proposed by the Board

Report:

Explanatory Notes:

Proposals

1.

Proposed by the Board

Proposal:

Explanatory Notes:

Resolutions :

2.

Proposed by the Board

Proposal:

Adoption of the Company's 2020 Earnings Distribution Proposal. Explanatory Notes:

Resolutions:

Discussion

1.

Proposed by the Board

Discussion:

Explanatory Notes:

Resolutions:

2. Proposed by the Board

Discussion :

Explanatory Notes:

Resolutions :

Extempore Motions

Annex I

2020 Business Report

I. Business Policy

II. Business Results and Profitability

III. Research and Development Overview

Chairman: Steve Lee

President: Chao-Feng Chen

Annex II

Audit Committee’s Audit Report

Annex III

Taiwan Fire & Marine Insurance Co., Ltd. Code of Ethical Conduct Amendment Comparison Table

Annex IV

ICPA’s Report

Audit Opinions

Bases for the Audit Opinions

Key Matters Being Audited

Claim reserves

Responsibilities of Management and Governance Unit in Consolidated Financial Statement

CPAs Responsibilities in Auditing Consolidated Financial Statements

Taiwan Fire & Marine Insurance Co., Ltd. BALANCE SHEET

Taiwan Fire & Marine Insurance Co., Ltd.

Statement of Comprehensive Income

Taiwan Fire & Marine Insurance Co., Ltd.

STATEMENTS OF CHANGES IN EQUITY

Taiwan Fire & Marine Insurance Co., Ltd.

STATEMENTS OF CASH FLOWS

From January 1 to December 31 of 2020 and 2019

(Continued)

TFMI AGM Information 2021