UBOT - AGM Information 2015 | FinancialReports.eu

Stock Code：2838

Union Bank of Taiwan, Ltd.

Handbook for the

2015 Annual General Meeting of Shareholders

Meeting Date and Time: 9:00 a.m., June 26, 2015

Location: No. 187, Jinhua St., Taipei City (6F, Auditorium, Center for Public Business Administration Education, National Chengchi University)

Table of Contents

Part One: Meeting Agenda...........................................................................................................1 I. Management Presentations...................................................................................................2 Subject 1：Fiscal Year 2014 Business Report ....................................................................2 Subject 2：Supervisors’ Review Report on Fiscal Year 2014 Financial Statements ..........2 Subject 3：Adoption of the “Ethical Corporate Management Best Practice Principles”.........................................................................................................2 Subject 4：Adoption of the “Corporate Social Responsibility Best Practice Principles”.........................................................................................................2 Subject 5：Abolishment of the “Rules Governing the Scope of Powers of Supervisors”......................................................................................................2 II. Proposals .............................................................................................................................3 Subject 1：Adoption of Fiscal Year 2014 Business Report and Financial Statements.......3 Subject 2：Adoption of the Proposal for Distribution of Fiscal Year 2014 Profits ............3 III. Discussions and Election ...................................................................................................4 Subject 1：Amendment to the “Rules of Procedures for Shareholders Meetings”.............4 Subject 2：Amendment to the “Articles of Incorporation of Union Bank of Taiwan, Ltd.” ..................................................................................................................4 Subject 3：Proposal for Issuing New Shares through Capitalization of Earnings and Employee Bonus ...............................................................................................4 Subject 4：Election of the 9[th] Term of Directors (Including Independent Directors).........5 Subject 5：Release of the Non-Compete Clause for Directors.........................................11 Subject 6：Abolishment of the “Rules for Director Elections” and the Adoption of “Procedures for Election of Directors”...........................................................11 IV. Questions and Motions.....................................................................................................11 V. Adjournment......................................................................................................................11 Part Two: Attachments...............................................................................................................12 Attachment 1: Fiscal Year 2014 Business Report..................................................................12 Attachment 2: Supervisors’ Review Report ..........................................................................16 Attachment 3: Independent Auditors’ Report and 2014 Consolidated and Separate Financial Statements ......................................................................................17 Attachment 4: Fiscal Year 2014 Profit Distribution Table.....................................................33 Attachment 5: “Ethical Corporate Management Best Practice Principles”...........................34 Attachment 6: “Corporate Social Responsibility Best Practice Principles”..........................42 Attachment 7: Comparison table for the “Rules of Procedures for Shareholders Meetings”.......................................................................................................49 Attachment 8: Comparison table for the “Articles of Incorporation of Union Bank of Taiwan, Ltd.“ .................................................................................................57 Attachment 9: “Procedures for Election of Directors” ..........................................................63 Part Three: Appendices..............................................................................................................66 Appendix 1: Rules of Procedures for Shareholders Meetings, Union Bank of Taiwan, Ltd......................................................................................................................66 Appendix 2. Articles of Incorporation of Union Bank of Taiwan, Ltd..................................72 Appendix 3. Rules for Director Elections, Union Bank of Taiwan, Ltd................................79 Appendix 4. The Impact of Stock Dividend Issuance on Business Performance, EPS and ROE.............................................................................................................81 Appendix 5. Current Shareholding of Directors and Supervisors .........................................82

In the event of inconsistencies between versions, the Mandarin Chinese version shall prevail.

Part One: Meeting Agenda

Agenda of 2015 Annual General Meeting of Shareholders Union Bank of Taiwan, Ltd. (the “Bank”)

Date and Time: Friday, June 26, 2015 at 9:00 a.m.

Location: No. 187, Jinhua St., Taipei City (6F, Auditorium, Center for Public Business Administration Education, National Chengchi University)
Call the Meeting to Order
Chairperson Takes the Chair
Chairperson Remarks
Management Presentations
（1）Fiscal Year 2014 business Report
（2）Supervisors’ Review Report on Fiscal Year 2014 Financial Statements
（3）Adoption of the “Ethical Corporate Management Best Practice Principles”
（4）Adoption of the “Corporate Social Responsibility Best Practice Principles”
（5）Abolishment of the “Rules Governing the Scope of Powers of Supervisors”
Proposals
（1）Adoption of Fiscal Year 2014 Business Report and Financial Statements
（2）Adoption of the Proposal for Distribution of Fiscal Year 2014 Profits
Discussions and election
（1）Amendment to the “Rules of Procedures for Shareholders Meetings”
（2）Amendment to the “Union Bank of Taiwan, Ltd. Articles of Incorporation“
（3）Proposal for Issuing New Shares through Capitalization of Earnings and Employee Bonus
（4）Election of the 9th Term of Directors (Including Independent Directors)
（5）Release of the Non-Compete Clause for Directors
（6）Abolishment of the “Rules for Director Elections” and the Adoption of “Procedures for Election of Directors”
Questions and Motions 8. Adjournment

I. Management Presentations

Subject 1 ： Fiscal Year 2014 business Report

Explanation：Please refer to Attachment 1, Fiscal Year 2014 Business Report, for details.（from page 12 to page 15 of this handbook）

Subject 2 ： Supervisors’ Review Report on Fiscal Year 2014 Financial Statements

Explanation：Please refer to Attachment 2, Supervisors’ Review Report, for. details. （page 16 of this handbook）

Subject 3 ： Adoption of the “Ethical Corporate Management Best Practice Principles”

Explanation：

The Principles are adopted to respond to the international topics concerning integrity of commercial practices, to assist the Bank to foster a corporate culture of ethical management and sound development and offer a reference framework for establishing good commercial practices.
Please refer to Attachment 5, the “Ethical Corporate Management Best Practice Principles” for details. (from page 34 to page 41 of this handbook)

Subject 4 ： Adoption of the “Corporate Social Responsibility Best Practice Principles”

Explanation：

The Principles are adopted to respond to the policy announced by the Financial Supervisory Commission (FSC) to enforce specific enterprises to prepare Corporate Social Responsibility reports, identify the scope of corporate social responsibility, enhance corporate governance, strengthen environment protection, promote transparency in financial/non-financial information, and pay attention to the rights and interests of stakeholders.
Please refer to Attachment 6, the “Corporate Social Responsibility Best Practice Principles” for details.(from page 42 to page 48 of this handbook)

Subject 5 ： Abolishment of the “Rules Governing the Scope of Powers of Supervisors”

Explanation：According to Articles 14-4 and 181-2 of the Securities and Exchange Act, the Bank shall establish an audit committee upon the expiration of the term of the current directors and supervisors (election scheduled in June, 2015) to replace the position of supervisors since the 9th term of the board of directors. Thus the “Rules Governing the Scope of Powers of Supervisors”of the Bank is to be abolished.

II. Proposals

Subject 1 ： Adoption of Fiscal Year 2014 Business Report and Financial Statements

（Proposed by the Board）

Explanation：

The Bank’s 2014 Financial Statements (including consolidated financial statements) have been audited by independent auditors, Zheng Xu-Ran and Huang Rui-Zhan, of Deloitte & Touche. Furthermore, the Financial Statements and the Business Report of the Bank has been reviewed and approved in the 18[th] Meeting of the 8[th] Board and have been examined by the supervisors of the Bank.
Please refer to Attachments 1 and 3 for the above-mentioned reports and Financial Statements. (from page 12 to page 32 of this handbook) Resolution：

Subject 2 ： Adoption of the Proposal for Distribution of Fiscal Year 2014 Profits

（Proposed by the Board）

Explanation：

As regards to the proposal for distribution of fiscal year 2014 profits, it is proposed to distribute the distributable net profits of 2014, NT$ 2,117,161,668, in accordance with the Articles of Incorporation of the Bank. The 2014 Profit Distribution Table is provided in Attachment 4 (page 33 of this handbook)

(1) Common stock dividends and bonus (NT$ 0.86 per share) amount to NT$ 2,107,800,340, of which stock dividend from retained earnings per share is NT$ 0.6, totaling NT$ 1,470,558,377 and cash dividends per share is NT$ 0.26, totaling NT$ 637,241,963. The aforesaid cash dividends are determined by the shareholding ratio of shareholders and round down to the nearest integer. Cash dividends of less than NT$ 1.0 will be allocated as Other Income.

(2) Unappropriated retained earnings: NT$ 9,361,328.

Further pursuant to Article 41 of the Articles of Incorporation of the Bank, the compensation for directors and supervisors is NT$ 3,475,492, all of which is to be distributed in cash, and employee bonus sharing is NT$ 69,509,836, which is to be distributed in the form of stock.
Upon the approval of the Annual Meeting of Shareholders, it is proposed that the Board of Directors be authorized to resolve the ex-dividend date, ex-rights date, and other relevant issues.
Pursuant to the Administrative Interpretation of the Ministry of Finance, Tai-Cai-Shui-Tze No. 871941343 (April 30, 1998), distribution of earning shall adapt individual identification. The principle applicable to this earning distribution shall distribute the earning of fiscal year 2014 first.
The annual general meeting of shareholders is requested to authorize the board of directors to handle the matters concerning changes of total shares outstanding, shareholder allotment, and payout ratio resulting from future repurchase of the Bank’s stock, transfer, assign, or cancellation of treasury stock, or other situations, if any. Resolution：

III. Discussions and Election

Subject 1 ： Amendment to the “Rules of Procedures for Shareholders Meetings”

Please proceed to discuss.（Proposed by the Board）.

Explanation： In order to comply with the mandates of establishing an Audit Committee to replace supervisors and the amendments to Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies, the Bank hereby proposes to amend the Rules of Procedure for Shareholder Meetings., and the before-and-after comparison of the rules after the amendment is provided in Attachment 7 (from page 49 to page 56 of this handbook). Resolution：

Subject 2 ： Amendment to the “Articles of Incorporation of Union Bank of Taiwan, Ltd.“

Please proceed to discuss.（Proposed by the Board）.

Explanation： In order to conform to the establishment of the Audit Committee to replace supervisors, the Bank hereby proposes to amend the “Articles of Incorporation of Union Bank of Taiwan, Ltd.“, and the before-and-after comparison of the articles after the amendment is provided in Attachment 8 (from page 57 to page 62 of this handbook).

Resolution：

Subject 3 ： Proposal for Issuing New Shares through Capitalization of Earnings and Employee Bonus

Please proceed to discuss.（Proposed by the Board）.

Explanation：

Based on the need for enrich the working capital, the management plans to withdraw NT$1,470,558,377 from distributable earnings to issue dividends stocks of NT$1,470,558,370 (147,055,837 shares), and employee bonus stocks of NT$69,509,836. The total number of employee bonus stocks to be issued shall be determined by the closing price of the day before the meeting date, and taking into account the influence of the ex-right and ex-dividend factors. Dividends of less than one share shall be distributed in cash.
After the approval of the Annual Meeting of Shareholders and the competent authority, the new shares will be distributed by the shareholding ratio of shareholders in the register of shareholders on the record date determined by the Board, 70 shares as stock dividends for each one thousand shares. For the employee stock bonus, the distribution will be determined by the Board separately. The shareholders can compose a complete share from stock dividends less than one share, and register the composition with the Securities Registrar and Transfer Agency within five days from the record date. The stock dividends less than one share after composition or forfeited composition by shareholders will be subscribed by a specific person assigned by the

Chairman of the Bank.

The rights and obligations of the newly issued shares are the same as those of the existing shares at par value of NT$10.
Propose to authorize the Board of Directors with full powers to dispose if the stock dividends for shareholders impact the total number of the Bank’s outstanding shares because of capital increase by issuing new shares, repurchase shares of the Bank, transfer and withdraw of treasury stock, performing of employee stock options, or other factors.
Propose to authorize the Board of Directors with full power to conduct relevant issues if any change is required by the fact or after the approval of administration authorities. Resolution：

Subject 4 ： Election of the 9th Term of Directors (Including Independent Directors)

Please proceed to discuss.（Proposed by the Board）

Explanation：

According to Articles 18 and 18-1 of the Articles of Incorporation of the Bank. the Bank shall have 9 to 15 directors, whose each term shall be 3 years and repeated term is allowed if re-elected. In addition, in complying with the Securities and Exchange Act, the Bank’s 9[th] term of board of directors shall have an audit committee to replace supervisors, and the entire committee shall consist of no less than 3 independent directors.
The three-year tenure of the Bank’s 8[th] term directors and supervisors shall expire on June 21, 2015, and, as our business requires, the Bank hereby propose to have 12 directors (including 3 independent directors) for the 9[th] term, and their tenure shall begin on June 26, 2015 after the adjournment of this year’s Annual Meeting of Shareholders and conclude on June 25, 2018. The current directors’ and supervisors’ tenure shall end upon the newly elected directors taking their offices at this year’s Annual Meeting of Shareholders.
The Bank’s directors (including independent directors) shall be elected from the nomination list prepared by the Bank. The qualification of the nominated directors (including independent directors) has been approved in the 18[th] meeting of the 8[th] term of the meeting of the board on March 18, 2015. Personal information of the nominees is shown as below.
The Bank’s list of the nominees of the 9[th] term of directors (including independent directors)：

No.	Title	Name	Education and Experience	Present Position
1	Director	Lee, Shiang-Chang Shares held: 1,273,528	School ˙Dept. of Eco.,National Taiwan University ˙GM,Union Bank of Taiwan	Chairman, Union Bank of Taiwan
2	Director	Chen-Cheng Investment Co., Ltd. Representative：Jiang, Zhen-Xong （Note） Shares held by Chen-Cheng Investment Co., Ltd.: 117,952,491 Shares held by Jiang, Zhen-Xong: 2,450,997	School ˙National Defense Medical Center Work experience ˙Commissioner, International Rotary Taiwan Rotary Club Association	Managing Director, Union Bank of Taiwan
3	Director	Union Enterprise Construction Co., Ltd. Representative：Lin, Jeff （Note） Shares held by Union Enterprise Construction Co., Ltd.: 85,755,684 Shares held by Lin, Jeff: 5,278,043	School ˙San Francisco State University ˙Master‘s Degree, National Taiwan University Work experience ˙Director, Union Bank of Taiwan	GM, Union Bank of Taiwan Director, Union Bank of Taiwan
4	Director	Yu-Pang Co., Ltd. Representative：Tsao, Sue-Feng （Note） Shares held by Yu-Pang Co., Ltd.:	School ˙National Taipei College of Business Work experience ˙Director, Tien-Sheng Investment Co.,Ltd.	Director, Union Bank of Taiwan

		35,823,584 Shares held by Tsao, Sue-Feng: 3,335
5	Director	Chi-Shun Investment Co., Ltd. Representative：Liu, Jin-Fu （Note） Shares held by Chi-Shun Investment Co., Ltd.: 89,135,105	School ˙Taipei Vocational High School Work experience ˙Director, Li-Chang Ceramics Co., Ltd.	Director, Union Bank of Taiwan.
6	Director	Lee, Yu-Quan Shares held: 3,319,828	School ˙National Taiwan Normal University Work experience ˙Supervisor, First Commercial Bank	Director, Union Bank of Taiwan.
7	Director	Pao-Shing Investment Co., Ltd. Representative：Wang, Jia-Yi （Note） Shares held by Pao-Shing Investment Co., Ltd.: 85,815,817	School ˙1stEchelon, Academy for the Judiciary Work experience ˙Chief Justice, Supreme Court	Resident Supervisor, Union Bank of Taiwan.
8	Director	Pao-Shing Investment Co., Ltd. Representative：Lin, Zhen-Lu （Note） Shares held by Pao-Shing Investment Co.,Ltd.:	School ˙National Taiwan University Work experience ˙GM, Formosa Transnational Attorneys at Law	Supervisor, Union Bank of Taiwan.

		85,815,817 Shares held by Lin, Zhen-Lu: 454,391
9	Director	Pai-Sheng Investment Co., Ltd. Representative：Lin, Si-Yong （Note） Shares held by Pai-Sheng Investment Co., Ltd.: 125,454,092 Shares held by Lin, Si-Yong: 273,431	School ˙National Taiwan Normal University Work experience ˙Director, Hong-Bung Construction Enterprise Co., Ltd.	Supervisor, Union Bank of Taiwan.
10	Independent Director	Wang, Kao-Jing	School ˙National University of Tainan ˙BA, National Taiwan Normal University ˙Master’s Degree, Dept. of Economics, North Dakota State University Work experience ˙Elementary teacher ˙Adjunct Instructor, National Cheng Kung University ˙VGM, Bank of Taiwan ˙Chairman, Bank of Kaohsiung ˙Chairman and standing director, Credit Committee, Bank Association ˙Director,supervisor;Hua Nan	Independent Managing Director, Union Bank of Taiwan.

			Commercial Bank ˙Director, Waterland Security Co., Ltd. ˙Director, Taiwan Development Corporation ˙Director, Taiwan Asset Managament Corporation ˙Director, Kaohsiung Rapid Transit Corporation ˙Supervisor, Chinese National Association of Industry and Commerce ˙Advisor, Fin. Research Committee, Chinese National Association of Industry and Commerce
11	Independent Director	Lu, Zen-Fa	School ˙Dept. of Laws, Soochow University ˙4thEchelon, Academy for the Judiciary Work experience ˙Taiwan High Court Tainan Branch court ˙Judge, Taiwan High Court ˙Taitung District Prosecutors Office ˙Taipei Prosecutors Office ˙Chief Prosecutor, Taiwan High Prosecutors Office ˙Prosecutor-General,Taiwan High	Independent Director, Union Bank of Taiwan.

			Prosecutors Office
12	Independent Director	Li, Guo-Zhang Shares held: 28,802	School Dept. of Economics, National Taiwan University Work experience ˙VGM, Taiwan Business Bank ˙GM, Union Securities Investment Trust Co. Ltd. ˙Chairman, Union Securities Investment Trust Co. Ltd. ˙Director-General, Taipei Bills Finance Association	-

Please vote accordingly: Voting Results:

Subject 5 ： Release of the Non-Compete Clause for Directors

Please proceed to discuss.（Proposed by the Board）

Explanation ：

According to Article 209 of the Company Act, “A director who does anything for himself or on behalf of another person that is within the scope of the company’s business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.”
The Bank’s newly elected directors may be engaging in business activities at other companies in the same of similar trades of the Bank’s businesses, and according to Article 209 of the Company Act, release of the restriction of non-compete applicable to our newly elected directors and their proxies shall require approval from the annual general meeting of shareholders (detail information will be disclosed on site at the annual general meeting of shareholders.) Resolution：

Subject 6 ： Abolishment of the “Rules for Director Elections” and the Adoption of “Procedures for Election of Directors”

Please proceed to discuss.（Proposed by the Board）

Explanation：

To comply with the “Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies” recently amended by the competent authority. The Bank plans to adopt the “Director Election and Appointment Procedure” by referring to the “Director and Supervisor Election and Appointment Procedure” adopted by the Taiwan Stock Exchange (TSE) and abolish the “Rules for Director Elections”.
The adopted “Procedures for Election of Directors” aims to enhance the functionality of the board of directors and provide a fair, just and open procedure for the election of directors as to achieve the ideal goal of corporate governance. Since the scope of the amendment is significant and the comparisons among articles could be difficult, a renewal procedure is preferred.
Please refer to Attachment 9, the “Procedures for Election of Directors” for details. (from page 63 to page 65 of this handbook) Resolution：

IV. Questions and Motions

V. Adjournment

Part Two: Attachments

Attachment 1: Fiscal Year 2014 Business Report

1. Domestic and International Financial Environment Global economic conditions saw an upturn in 2014, however, it was below expectation due to the very mixed performances of major economic units. The performance of the US is better than the Euro-region and Japan. Major countries adopt different monetary policies, causing greater fluctuation in the international financial market. Oil price remains low and thus slows down inflations in many countries. Future prospects remain uncertain and most of the international institutes have adjusted their 2015 global economic growth to lower level but still higher than 2014.

Supported by steady recovery of international economics, our country maintains moderate growth. Thanks to foreign capital injections, Taiwan stock market is on the rise and have benefited from it in banking industry for increase in investment profits. However, since risk control measures on housing loans come into effect, real estate loan concentration is reduced, mortgage percentage for houses and mansions in specific areas are lowered and loan interest rates are increased; these will help our country’s banking industry to operate in a healthier environment and promote financial stability.
Global economy in 2015 is expected to be better than that in 2014. Domestic economy remains positive growth. Further aided by the adjustment in the structure of loans, the interest rate spread may continue to increase. Both corporate capital demands and market investment willingness will be encouraged, and thus the momentum for business loans and wealth management markets will expand and revenue will increase. The entire banking business is optimistic and it is expected that our country’s banking industry in 2015 will continue to grow.

2. The Fiscal Year 2014 Operation Result and Status Of Major Businesses With dedicated efforts from our employees, the Bank is pleased to report outstanding performance across the various areas of business in 2014. With regard to profitability, the Bank reported an after-tax net income of NT$ 3.094 billion for the year ended December 31,2014, represnting a growth of 7.88% against 2013; earning per share (EPS) was NT$1.26; return on asset (ROA) was 0.67% and return on equity (ROE) was 10.23%. The Bank was able to maintain sound asset quality, reporting a non-performing loans (NPL) ratio of 0.09% and a bad debt coverage ratio of 1,102.08%.

For many years now, the Bank has developed its various business based on the strategies of maintaining consistent growth and dedicating to cultivation of local business. On January 19, 2015, Taiwan Ratings Corp awarded our Bank its longand short-term issuer credit rating for “twA” and “twA-1” respectively, and the outlook on the long-term rating is stable. Overall, the Bank’s operating status, capital and profitability standing and asset quality are well recognized. The Bank also outperformed the indigenous banks average on several other indicators. The followings are the general status of the Bank’s primary businesses in fiscal

2014:

(1) Deposit business The balance of Deposits for the end of the fiscal year 2014 is NT$ 400.5 billion, representing an increase of NT$30.6 billion or 8.26% against 2013’s. In the structure of deposit, demand deposits account for NT$ 171.3 billion or 42.78%, and fixed deposit account for NT$ 229.2 billion or 57.22%.

(2) Loans business The balance of loans for the end of the fiscal year 2014 is NT$ 260.1 billion, representing an increase of NT$ 28 billion or 12% against 2013’s. Among which, secured loans account for NT$ 198.5 billion or 76.31% and non-secured loans account for NT$ 61.6 billion or 23.69%.

(3) Credit card business

The “2% cash reward on even-number days” campaign has been launched to promote consumers’ uses of credit cards, and increases merchant fee income. Business bases at gas stations, megastores, online shops, consumer electronics retailers, and department stores are promoted to increase credit card purchases. The total credit card purchases in 2014 is NT$ 55.923 billion, representing an increase of 16.7% against 2013’s.

New customer groups are developed and active cards are maintained by repackaging special, high-end cards, incentive offerings for active cards, co-branding with public transit operator, and introducing new type of payment methods. By the end of year 2014, total cards in circulation account for 1,770,774.

(4) Wealth management business

Both of the Bank’s total wealth management accounts and balance of asset under our management have grown by 16% from 2013. Regarding to revenue from operation, specific money trust business has increased by 31% and insurance business has increased by 63% from last year. The Bank will provide even more diversified options of financial products for our customers and expand offerings in trust and insurance products to increase overall wealth management revenue. Wealth management revenue for the year 2014 is NT$ 793 million, representing an increase of 47% against 2013’s.

(5) Operational performance For the year ended December 31, 2014, the Bank reported a net interest income of NT$ 6.026 billion, net non-interest income of NT$ 2.824 billion and net profit of NT$ 8.850 billion, representing an increase of NT$ 371 million or 4.38% against NT$ 8.479 billion for the previous year; after adding reversal of bad debts totaling NT$ 495 million and deducting operating expenses totaling NT$5.669 billion, the before-tax income amounted to NT$3.676 billion for year 2014, representing an increase of NT$337 million or 10.09% against 2013’s.

(6) Corporate image The Bank has launched a corporate image campaign during the Chinese New Year in 2014. Next is another campaign called “A True Story about a Business Manager”, which promotes the concept of getting rich with small capital through wealth management, pitches that the Bank provides same quality services for the rich and the poor, and portrays that the Bank’s mission to help customers to fulfill happiness. In addition, the Bank is dedicated to all sorts of public welfare, arts and culture, and financial product promotions, including buying carnations from local flower farmers, donating maintenance funds for community parts, and

donating relief funds for the Aug. 1 gas pipe explosion. The Bank also sponsors the Union Culture and Education Foundation to promote traditional oil painting and organize children painting contests, sponsors local artists, and organizes money management summer camps for children to promote financial knowledge.

3. 2015 Business Plan and Policies for various business developments

(1) On strategy side, we focus on market share, competitive innovative services, and aggressive business expansion. On business vision side, we maintain relentless spirit of serving locally, establish long-term relation with customers, and create win-win values:
1. Deposit business: Continue to enrich features attached to deposit products to increase stickiness with our customers; launch mobile bank card and mobile bank account business to offer convenient payment methods for depositors; and offer expanded deposit programs tailored to different customer segments to increase both amount of demand deposits and number of new customers.
2. Corporate banking business: Adjust product pricing strategy, increase revenue, strengthen risk management, maintain good asset quality, aggressively develop corporate loan business, give priority to self-liquidated loans and mortgage loans using factories operating in Taiwan as collateral, expand financing for regular industries, increase creditor’s right protection through credit guarantee fund and good quality collateral, expand SMB loans to cooperate with government policy, and offer timely conditional loans suggested by the government.
3. Consumer banking business: steadily develop home loans; prudently and primarily choose self-use home buyers with good payback ability and better collaterals in the secondary market. In car loans, aggressively cooperate with reputed auto dealers with car loan promotions and retain used car loan channel. Fully leverage on the values of branch bank channel and adopt targeted marketing according to market demands, continue to observe market changes, and design financial products and loans for different market segments to adapt to market trend.
4. Credit card business: Continue the “2% on Even-number Days” campaign with seasonal promotions or channel-specific card use promotion to encourage using Union Bank of Taiwan’s cards as the primary cards and to increase market share; expand business team and strengthen digital card application channel; develop mobile credit card payment; continue to develop mid- and large-scale and chained stores to promote Union Pay cards and card processing business on deferred payment plans.
5. Wealth management business: Further retain customer relation, strengthen development of active customers, increase market share, continue to introduce diversified products (e.g. ETF, domestic structured derivatives, and foreign bonds), and provide more options of diversified asset profiling for customers.
(2) Channel development
1. The Bank operates 90 domestic branches and has been granted approval by the Financial Supervisory Commission to set up our Hong Kong branch, which is a part of our plan to expand our business territory overseas in line with globalization of the financial market.

The Bank has expanded our ATM service network to offer customers more convenient services and through which we hope to enhance our corporate image and reputation. As of December 31, 2014, the Bank has installed a total 727 ATMs to service our clients.
(3) Business targets for fiscal 2015
Deposits expect to grow by 11.51%, reaching NT$ 442.5 billion by the end of 2015.
Loans expect to grow by 5.04%, reaching NT$ 274.3 billon (excluding credit cards) by the end of 2015.
Foreign exchange turnover is forecasted to reach US 4.821 billion.
Improvement in business performance targets: including a suppressed NPL ratio or one that is lower than the industry average. In responding to BASEL 3 and IFRSs 2014 requirements, capital level is to be maintained to qualify various capital ratios’ standards of 2019.

With all shareholders’ supervision and the efforts of our employees, we expect to achieve all business goals and perform even better to meet your and the general public’s expectations. Your continued support and encouragement in the future would be sincerely appreciated.

Chairman： Manager： Chief Accountant：

Attachment 2: Supervisors’ Review Report

The Board of Directors of the Bank has prepared and submitted the 2014 Business Report, Financial Statements (Including Balance Sheet, Income Statement, Statement of Shareholders’ Equity, Statement of Cash Flows), and proposal for allocating profits, of which, the Financial statements (including consolidated statements of subsidiaries) have been audited by CPA Mr. Vincent Cheng and Mr. Terence Huang of Deloitte & Touche. The above Business Report, Financial Statements and proposal have been further determined to be correct and accurate by the supervisors. Hence, according to Article 219 of the Company Act, we hereby submit this report.

To

2015 Annual General Meeting of Shareholders

Resident Supervisor：Pao-Shing Co., Ltd. Representative：Jia-Yi Wang Supervisor：Pao-Shing Investment Co., Ltd. Representative：Zhen-Lu Lin Supervisor：Pai-Sheng Investment Co., Ltd. Representative：Si-Yong Lin March 18, 2015

Attachment 3: Independent Auditors’ Report and 2014 Consolidated and Separate Financial Statements

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Stockholders Union Bank of Taiwan

We have audited the accompanying balance sheets of Union Bank of Taiwan (the “Bank”) as of December 31, 2014 and 2013, and the related statements of comprehensive income, changes in equity and cash flows for the years then ended. These financial statements are the responsibility of the Bank’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the Rules Governing the Audit of Financial Statements of Financial Institutions by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Those rules and standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Union Bank of Taiwan as of December 31, 2014 and 2013, and its financial performance and its cash flows for the years then ended, in conformity with the Criteria Governing the Preparation of Financial Reports by Public Banks and other regulations.

March 18, 2015

Notice to Readers

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

For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. 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 independent auditors’ report and consolidated financial statements shall prevail.

UNION BANK OF TAIWAN

BALANCE SHEETS DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

ASSETS CASH AND CASH EQUIVALENTS (Notes 4 and 6) DUE FROM THE CENTRAL BANK AND CALL LOANS TO OTHER BANKS (Note 7) FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS (Notes 4, 5 and 8) SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL (Notes 4 and 9) RECEIVABLES, NET (Notes 4, 5, 10, 12 and 40) CURRENT TAX ASSETS (Notes 4 and 38) DISCOUNTS AND LOANS, NET (Notes 4, 5, 11, 12 and 40) AVAILABLE-FOR-SALE FINANCIAL ASSETS, NET (Notes 4, 5, 13 and 40) HELD-TO-MATURITY FINANCIAL ASSETS (Notes 4, 5 and 14) INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD, NET (Notes 4 and 15) OTHER FINANCIAL ASSETS, NET (Notes 4, 15, 16 and 41) PROPERTY AND EQUIPMENT, NET (Notes 4 and 17) INTANGIBLE ASSETS (Note 4) Goodwill (Notes 5 and 18) Computer software Total intangible assets DEFERRED TAX ASSETS (Notes 4, 5 and 38) OTHER ASSETS, NET (Notes 4, 19, 40 and 42) TOTAL LIABILITIES AND EQUITY LIABILITIES Due to the Central Bank and other banks (Note 20) Financial liabilities at fair value through profit or loss (Notes 4 and 8) Securities sold under agreements to repurchase (Notes 4 and 21) Accounts payable (Note 22) Deposits (Notes 23 and 40) Bank debentures (Note 24) Other financial liabilities (Note 25) Provisions (Notes 4, 12 and 26) Deferred tax liabilities (Notes 4, 5 and 38) Other liabilities (Notes 28, 40 and 42) Total liabilities EQUITY Capital stock Common stock Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Total equity TOTAL		2014 Amount % $ 9,476,656 2 67,260,453 14 18,373,136 4 26,350,581 5 14,678,252 3 326,786 - 257,632,121 54 13,699,485 3 521,266 - 2,616,318 1 56,639,357 12 7,722,206 2 1,985,307 - 60,891 - 2,046,198 - 2,245,936 - 1,962,732 - $ 481,551,483 100 $ 6,164,744 1 211,084 - 31,791,276 7 5,456,071 1 396,410,432 82 7,400,000 2 18,928 - 942,785 - 699,730 - 418,311 - 449,513,361 93 24,509,306 5 33,006 - 2,522,768 - 558,842 - 3,045,300 1 6,126,910 1 1,368,900 1 32,038,122 7 $ 481,551,483 100		2013
				Amount % $ 7,693,960 2 70,874,052 16 9,863,257 2 20,230,519 5 13,742,618 3 160,660 - 230,142,592 53 8,500,192 2 428,017 - 2,567,706 1 57,830,216 13 7,630,976 2 1,985,307 - 59,559 - 2,044,866 - 2,826,055 1 1,925,098 - $ 436,460,784 100 $ 4,924,611 1 16,006 - 24,582,657 5 4,168,148 1 365,120,161 84 7,400,000 2 201,858 - 752,628 - 556,558 - 314,825 - 408,037,452 93 22,165,251 5 34,288 - 1,685,037 1 914,439 - 2,792,439 1 5,391,915 2 831,878 - 28,423,332 7 $ 436,460,784 100

The accompanying notes are an integral part of the financial statements.

UNION BANK OF TAIWAN

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

NET INTEREST (Notes 4, 30 and 40) Interest revenues Interest expenses Net interest NET REVENUES OTHER THAN INTEREST Commissions and fee revenues, net (Notes 4, 31 and 40) Gain on financial assets and liabilities at fair value through profit or loss (Notes 4 and 32) Realized gain(loss) from available-for-sale financial assets (Notes 4 and 33) Investment gain recognized under the equity method (Note 4) Foreign exchange gain(loss), net (Note 4) Reversal of asset impairments (Notes 4 and 34) Gain on disposal of collaterals assumed, net Securities brokerage fee revenues, net (Note 40) Gain on unquoted equity investments, net Property gain(loss), net Other noninterest net gains Total net revenues other than interest TOTAL NET REVENUES PROVISONS (Notes 4 and 12) Reversal of allowance for doubtful accounts		2014 Amount % $ 9,707,194 110 3,681,523 42 6,025,671 68 1,954,099 22 310,739 3 147,797 2 153,314 2 205,885 2 - - - - 67,461 1 49,990 1 (1,814) - (63,627 ) (1 ) 2,823,844 32 8,849,515 100 (494,806 ) (6 )		2013 Amount % $ 9,271,343 109 3,350,022 39 5,921,321 70 1,664,374 20 678,127 8 (86,181) (1) 197,750 2 (208,378) (3) 120,187 1 10,353 - 54,181 1 49,025 1 2,255 - 76,142 1 2,557,835 30 8,479,156 100 (95,890 ) (1 )	Percentage Increase (Decrease)
					% 5 10 2 17 (54) 271 (22) 199 (100) (100) 25 2 (180) (184) 10 4 416

(Continued)

UNION BANK OF TAIWAN

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

2014 Amount % 2,743,129 31 203,904 2 2,721,734 31 5,668,767 64 3,675,554 42 581,759 7 3,093,795 35 560,226 6 224,145 3 (87,257) (1) (72,868) (1) (154,041 ) (2 ) 470,205 5 $ 3,564,000 40 $ 1.26 $ 1.26	2013 Amount % 2,621,626 31 208,651 3 2,405,987 28 5,236,264 62 3,338,782 39 470,891 5 2,867,891 34 251,127 3 692,783 8 13,801 - (12,504) - (258,580 ) (3 ) 686,627 8 $ 3,554,518 42 $ 1.18 $ 1.17	Percentage Increase (Decrease)
		% 5 (2) 13 8 10 24 8 123 (68) (732) 483 (40) (32) -





$	$

The accompanying notes are an integral part of the financial statements.

(Concluded)

UNION BANK OF TAIWAN

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2013 Special reserve carried with Rule No. 1010012865 issued by the Financial Supervisory Commission Appropriation of the 2012 earnings Legal reserve Cash dividends on preferred shares Stock dividends on common shares Stock dividends on preferred shares Reversal of special reserve Net income for the for the year ended December 31, 2013 Other comprehensive income for the year ended December 31, 2013 Total comprehensive income for the year ended December 31, 2013 Conversion of preferred stock Share-based payment BALANCE AT DECEMBER 31, 2013 Appropriation of the 2013 earnings Legal reserve Cash dividends on preferred shares Stock dividends on common shares Reversal of special reserve Net income for the year ended December 31, 2014 Other comprehensive income for the year ended December 31, 2014 Total comprehensive income for the year ended December 31, 2014 Share-based payment BALANCE AT DECEMBER 31, 2014	Capital Stock (Note 29) Common Stock Preferred Stock Total Share Capital $ 20,060,202 $ 204,194 $ 20,264,396 $ 32,413 - - - - - - - - - - - - 1,839,520 - 1,839,520 - 18,725 - 18,725 - - - - - - - - - - - - - - - - - 204,194 (204,194 ) - - 42,610 - 42,610 1,875 22,165,251 - 22,165,251 34,288 - - - - - - - - 2,283,021 - 2,283,021 - - - - - - - - - - - - - - - - - 61,034 - 61,034 (1,282 ) $ 24,509,306 $ - $ 24,509,306 $ 33,006	Retained Earnings (Notes 4 and 29)	Total $ 4,574,007 - - (181,042) (1,839,520) (18,725) - 2,867,891 (10,696 ) 2,857,195 - - 5,391,915 - (8,962) (2,283,021) - 3,093,795 (66,817 ) 3,026,978 - $ 6,126,910	Other Equity (Notes 4 and 29) Unrealized Exchange Gain (Loss) on Differences on Available-for- Translating sale Financial Foreign Assets Operations $ 413,490 $ (278,935) - - - - - - - - - - - - - - 496,017 201,306 496,017 201,306 - - - - 909,507 (77,629) - - - - - - - - - - 120,140 416,882 120,140 416,882 - - $ 1,029,647 $ 339,253	Total $ 134,555 - - - - - - - 697,323 697,323 - - 831,878 - - - - - 537,022 537,022 - $ 1,368,900	Total Equity $ 25,005,371 - - (181,042) - - - 2,867,891 686,627 3,554,518 - 44,485 28,423,332 - (8,962) - - 3,093,795 470,205 3,564,000 59,752 $ 32,038,122
		Unappropri- Legal Reserve Special Reserve ated Earnings $ 900,963 $ 608,209 $ 3,064,835 - 507,984 (507,984) 784,074 - (784,074) - - (181,042) - - (1,839,520) - - (18,725) - (201,754) 201,754 - - 2,867,891 - - (10,696 ) - - 2,857,195 - - - - - - 1,685,037 914,439 2,792,439 837,731 - (837,731) - - (8,962) - - (2,283,021) - (355,597) 355,597 - - 3,093,795 - - (66,817 ) - - 3,026,978 - - - $ 2,522,768 $ 558,842 $ 3,045,300
	Common Stock Preferred Stock $ 20,060,202 $ 204,194 - - - - - - 1,839,520 - 18,725 - - - - - - - - - 204,194 (204,194 ) 42,610 - 22,165,251 - - - - - 2,283,021 - - - - - - - - - 61,034 - $ 24,509,306 $ -

The accompanying notes are an integral part of the financial statements.

UNION BANK OF TAIWAN

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expenses Amortization expenses Gain on reversal of allowance for doubtful accounts Net gain on disposal of financial assets designated as at fair value through profit or loss Interest expenses Interest revenues Dividend income Share of profit of subsidiaries and associates Loss(gain) on disposal of properties Gain(loss) on disposal of investments Reversal of impairment losses on nonfinancial asset Reversal of impairment loss recognized on financial assets Loss on disposal of distressed debt Gain on disposal of collaterals Changes in operating assets and liabilities Increase in due from the Central Bank and call loans banks Increase in financial assets at fair value through profit or loss Decrease(Increase) in accounts receivable Increase in discounts and loans Decrease (increase) in available-for-sale financial assets Increase in other financial assets Increase(decrease) in due to the Central Bank and other banks Increase(decrease) in financial liabilities at fair value through profit or loss Increase(decrease) in securities sold under repurchase agreements Increase (decrease) in accounts payable Increase in deposits Decrease in other financial liabilities Increase(decrease) in provisions for employee benefits Cash used in operations Interest received Dividend received Interest paid Income tax paid Net cash generated from (used in) operating activities CASH FLOWS FROM INVESTING ACTIVITIES Decrease in financial assets designated as at fair value through profit or loss Acquisition of debt instruments with no active market	2014 $ 3,675,554 170,911 32,993 (494,806) (310,739) 3,681,523 (9,707,194) (87,464) (153,314) 1,814 (110,320) - - 65,897 - (386,401) (6,423,256) (780,117) (27,256,804) (4,864,527) (2,231,324) 1,240,133 (1,655,522) 7,208,619 1,328,884 31,290,271 (182,930) 7,440 (5,940,679) 9,700,672 119,996 (3,662,732) (178,635 ) 38,622 72,367 (5,686,328)	2013 $ 3,338,782 168,384 40,267 (95,890) (678,127) 3,350,022 (9,271,343) (77,149) (197,750) (2,255) 114,305 (51,593) (68,594) - (10,353) (3,495,138) (2,433,626) 512,562 (28,373,615) 2,315,443 (3,695,447) (190,826) 298,333 (3,706,692) (2,247,667) 27,721,025 (104,534) (26,661 ) (16,868,137) 9,330,915 267,481 (3,471,032) (88,298 ) (10,829,071 ) 1,033,116 (29,391,008) (Continued)

UNION BANK OF TAIWAN

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

Return of capital on debt instruments with no active market Purchase of held-to-maturity financial assets Return of capital on held-to-maturity financial assets Purchase of financial assets measured at cost Proceeds from disposal of financial assets measured at cost Return of capital on financial assets carried at cost Payments for properties Proceeds of the disposal of properties Increase in settlement fund Decrease in settlement fund Increase in refundable deposits Decrease in refundable deposits Payments for intangible assets Proceeds of the disposal of collaterals Increase(decrease) in other assets Net cash generated from (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds of the issue bank debentures Repayments of bank debentures Increase (decrease) in guarantee deposits received Increase in other liabilities Cash dividends paid Net cash generated from financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2014 9,274,723 (360,837) 264,962 (6,000) 8,884 - (242,469) 95 (845) - (74,762) - (31,056) - 37,973 3,256,707 - - 6,302 55,922 (8,962 ) 53,262 554,167 3,902,758 82,024,479 $ 85,927,237	2013 24,850,343 (205,667) 614,805 - - 34,663 (107,920) 17,628 - 1,228 - 163,314 (2,395) 162,554 (29,284 ) (2,858,623 ) 3,000,000 (800,000) (1,092) 10,760 (181,042 ) 2,028,626 248,337 (11,410,731) 93,435,210 $ 82,024,479 (Continued)

UNION BANK OF TAIWAN

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

Reconciliation of the amounts in the statements of cash flows with the equivalent items reported in the balance sheets as of December 31, 2014 and 2013:

Cash and cash equivalents in balance sheets Due from the Central Bank and call loans to banks that meet the definition of cash and cash equivalents in IAS 7” Cash Flow Statements” Securities purchased under agreements to resellthat meet the definition of cash and cash equivalents in IAS 7 Cash and cash equivalents in statements of cash flows		December 31	December 31
		2014 $ 9,476,656 50,100,000 26,350,581 $ 85,927,237	2013 $ 7,693,960 54,100,000 20,230,519 $ 82,024,479

The accompanying notes are an integral part of the financial statements. (Concluded)

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Stockholders Union Bank of Taiwan

We have audited the accompanying consolidated balance sheets of Union Bank of Taiwan (the “Bank”) and its subsidiaries (collectively, referred to as the “Company”) as of December 31, 2014 and 2013, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2014 and 2013. These consolidated financial statements are the responsibility of the Bank’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the Rules Governing the Audit of Financial Statements of Financial Institutions by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Those rules and standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Union Bank of Taiwan and its subsidiaries as of December 31, 2014 and 2013, and their consolidated financial performance and their consolidated cash flows for the years ended December 31, 2014 and 2013, in conformity with the Criteria Governing the Preparation of Financial Reports by Public Banks and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed by the Financial Supervisory Commission of the Republic of China.

We have also audited the parent company only financial statements of Union Bank of Taiwan as of and for the years ended December 31, 2014 and 2013 on which we have issued an unqualified report.

March 18, 2015

Notice to Readers

UNION BANK OF TAIWAN AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

ASSETS CASH AND CASH EQUIVALENTS (Notes 4 and 6) DUE FROM THE CENTRAL BANK AND CALL LOANS TO BANKS (Note 7) FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS (Notes 4 and 8) SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL (Notes 4 and 9) RECEIVABLES, NET (Notes 4, 5, 10, 12 and 41) CURRENT TAX ASSETS (Notes 4 and 39) DISCOUNTS AND LOANS, NET (Notes 4, 5, 11, 12 and 41) AVAILABLE-FOR-SALE FINANCIAL ASSETS, NET (Notes 4, 13 and 41) HELD-TO-MATURITY FINANCIAL ASSETS (Notes 4, 5 and 14) INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD, NET (Notes 4 and 15) OTHER FINANCIAL ASSETS, NET (Notes 4, 16 and 42) PROPERTY AND EQUIPMENT, NET (Notes 4 and 17) INVESTMENT PROPERTIES, NET (Notes 4 and 18) INTANGIBLE ASSETS (Note 4) Goodwill (Notes 5 and 19) Computer software Total intangible assets DEFERRED TAX ASSETS (Notes 4, 5 and 39) OTHER ASSETS, NET (Notes 4, 20, 41 and 43) TOTAL LIABILITIES AND EQUITY LIABILITIES Due to the Central Bank and other banks (Note 21) Financial liabilities at fair value through profit or loss (Notes 4 and 8) Securities sold under agreements to repurchase (Notes 4 and 22) Accounts payable (Note 23) Current tax liabilities (Notes 4 and 39) Deposits (Notes 24 and 41) Bank debentures (Note 25) Other financial liabilities (Note 26) Provisions (Notes 12 and 27) Deferred tax liabilities (Notes 4, 5 and 39) Other liabilities (Notes 29 and 43) Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE BANK Capital stock Common stock Total capital stock Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Total equity attributable to owners of the Bank NONCONTROLLING INTERESTS Total equity TOTAL		2014 Amount % $ 9,590,048 2 67,260,453 14 18,614,020 4 26,371,487 5 14,781,594 3 332,275 - 255,787,180 53 13,974,008 3 534,200 - 54,183 - 56,835,380 12 7,732,876 2 3,691,781 1 1,985,307 - 65,692 - 2,050,999 - 2,407,704 - 6,463,385 1 $ 486,481,573 100 $ 6,748,799 1 211,084 - 31,791,276 7 5,567,108 1 9,849 - 395,852,404 81 7,400,000 2 2,517,176 1 959,941 - 707,731 - 2,409,132 - 454,174,500 93 24,509,306 5 24,509,306 5 33,006 - 2,522,768 - 558,842 - 3,045,300 1 6,126,910 1 1,368,900 1 32,038,122 7 268,951 - 32,307,073 7 $ 486,481,573 100		2013
				Amount % $ 8,227,163 2 70,874,052 16 10,115,316 2 20,237,019 5 13,917,483 3 160,672 - 227,974,804 52 8,711,283 2 440,233 - 54,294 - 57,559,287 13 7,644,442 2 2,777,603 1 1,985,307 - 64,488 - 2,049,795 - 2,992,503 1 6,419,023 1 $ 440,154,972 100 $ 5,315,113 1 16,006 - 24,582,657 6 4,267,543 1 18,954 - 364,084,582 83 7,400,000 2 2,180,986 - 769,416 - 574,580 - 2,264,761 - 411,474,598 93 22,165,251 5 22,165,251 5 34,288 - 1,685,037 1 914,439 - 2,792,439 1 5,391,915 2 831,878 - 28,423,332 7 257,042 - 28,680,374 7 $ 440,154,972 100

The accompanying notes are an integral part of the consolidated financial statements.

UNION BANK OF TAIWAN AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

NET INTEREST (Notes 4, 31 and 41) Interest revenues Interest expenses Net interest NET REVENUES OTHER THAN INTEREST Commissions and fee revenues, net (Notes 4 and 32) Gain on financial assets and liabilities at fair value through profit or loss, net (Notes 4 and 33) Realized gain (loss) from available-for-sale financial assets, net (Notes 4 and 34) Foreign exchange gain (loss), net (Note 4) Reversal of asset impairment, net (Notes 4 and 35) Investment loss recognized under the equity method (Note 4) Gain on unquoted equity investments, net (Note 16) Gain on disposal of collaterals assumed, net Securities brokerage fee revenues, net (Note 41) Rental revenue Other noninterest net gain (loss) Total net revenues other than interest TOTAL NET REVENUES Provisions (Notes 4 and 12) Reversal of allowance for doubtful accounts OPERATING EXPENSES Personnel expenses (Notes 4, 28 and 36)		2014 Amount % $ 9,675,323 88 3,730,345 34 5,944,978 54 2,128,262 19 321,564 3 153,874 1 199,691 2 (654) - (6,791) - 54,110 1 - - 213,943 2 1,931,836 18 (5,872 ) - 4,989,963 46 10,934,941 100 (494,806 ) (4 ) 2,971,179 27		2013 Amount % $ 9,239,639 88 3,399,120 32 5,840,519 56 1,775,084 17 701,895 7 (89,281) (1) (194,578) (2) 120,187 1 (196) - 53,107 - 10,353 - 163,798 2 1,981,076 19 128,582 1 4,650,027 44 10,490,546 100 (95,868 ) (1 ) 2,838,048 27	Percentage Increase (Decrease)
					% 5 10 2 20 (54) 272 203 (101) 3,365 2 (100) 31 (2) (105) 7 4 416 5 (Continued)

UNION BANK OF TAIWAN AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Depreciation and amortization (Notes 4 and 37) Others (Notes 38 and 41) Total operating expenses INCOME BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4, 5 and 39) CONSOLIDATED NET INCOME OTHER COMPREHENSIVE INCOME Exchange differences on translating foreign operations Unrealized gain on available-for-sale financial assets Actuarial loss on defined benefit plans Income tax relating to the components of other comprehensive expense (Note 39) Other comprehensive income for the year, net of income tax TOTAL COMPREHENSIVE INCOME NET INCOME ATTRIBUTABLE TO: Owners of the Bank Noncontrolling interests TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: Owners of the Bank Noncontrolling interests EARNINGS PER SHARE (NEW TAIWAN DOLLARS; Note 40) Basic Diluted		2014 Amount % 1,634,372 15 3,086,400 28 7,691,951 70 3,737,796 34 614,311 5 3,123,485 29 502,267 4 191,330 2 (80,546) (1) (142,882 ) (1 ) 470,169 4 $ 3,593,654 33 $ 3,093,795 29 29,690 - $ 3,123,485 29 $ 3,564,000 33 29,654 - $ 3,593,654 33 $1.26 $1.26		2013 Amount % 1,660,786 16 2,679,222 26 7,178,056 69 3,408,358 32 520,554 5 2,887,804 27 251,127 2 706,903 7 (12,611) - (258,563 ) (2 ) 686,856 7 $ 3,574,660 34 $ 2,867,891 28 19,913 - $ 2,887,804 28 $ 3,554,518 34 20,142 - $ 3,574,660 34 $1.18 $1.17	Percentage Increase (Decrease)
					% (2) 15 7 10 18 8 100 (73) 539 (45) (32) 1 8 49 8 - 47 1

The accompanying notes are an integral part of the consolidated financial statements.

(Concluded)

UNION BANK OF TAIWAN AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

(In Thousands of New Taiwan Dollars)

			Equity Attributable to Owners of the Company	Equity Attributable to Owners of the Company	Equity Attributable to Owners of the Company
Capital Stock (Note 30) Preferred Common Stock Stock Total $ 20,060,202 $ 204,194 $ 20,264,396 - - - - - - - - - 1,839,520 - 1,839,520 18,725 - 18,725 - - - - - - - - - - - - 204,194 (204,194 ) - 42,610 - 42,610 22,165,251 - 22,165,251 - - - - - - 2,283,021 - 2,283,021 - - - - - - - - - - - - - - - 61,034 - 61,034 - - - $ 24,509,306 $ - $ 24,509,306		Capital Surplus (Note 30) $ 32,413 - - - - - - - - - - 1,875 34,288 - - - - - - - - (1,282 ) - $ 33,006	Retained Earnings (Notes 4and 30)		Total $ 4,574,007 - - (181,042) (1,839,520) (18,725) - 2,867,891 (10,696 ) 2,857,195 - - 5,391,915 - (8,962) (2,283,021) - - 3,093,795 (66,817 ) 3,026,978 - - $ 6,126,910	Other Equity (Notes 4and 30) Unrealized Gain (Loss) on Exchange Differences on Available-for- Translating sale Financial Foreign Assets Operations Total $ 413,490 $ (278,935) $ 134,555 - - - - - - - - - - - - - - - - - - - - - 496,017 201,306 697,323 496,017 201,306 697,323 - - - - - - 909,507 (77,629) 831,878 - - - - - - - - - - - - - - - - - - 120,140 416,882 537,022 120,140 416,882 537,022 - - - - - - $ 1,029,647 $ 339,253 $ 1,368,900
						Unrealized Gain (Loss) on Exchange Differences on Available-for- Translating sale Financial Foreign Assets Operations $ 413,490 $ (278,935) - - - - - - - - - - - - - - 496,017 201,306 496,017 201,306 - - - - 909,507 (77,629) - - - - - - - - - - - - 120,140 416,882 120,140 416,882 - - - - $ 1,029,647 $ 339,253
Common Stock $ 20,060,202 - - - 1,839,520 18,725 - - - - 204,194 42,610 22,165,251 - - 2,283,021 - - - - - 61,034 - $ 24,509,306	Preferred Stock $ 204,194 - - - - - - - - - (204,194 ) - - - - - - - - - - - - $ -		Legal Reserve $ 900,963 - 784,074 - - - - - - - - - 1,685,037 837,731 - - - - - - - - - $ 2,522,768	Special Unappropri- Reserve ated Earnings $ 608,209 $ 3,064,835 507,984 (507,984) - (784,074) - (181,042) - (1,839,520) - (18,725) (201,754) 201,754 - 2,867,891 - (10,696 ) - 2,857,195 - - - - 914,439 2,792,439 - (837,731) - (8,962) - (2,283,021) - - (355,597) 355,597 - 3,093,795 - (66,817 ) - 3,026,978 - - - - $ 558,842 $ 3,045,300

The accompanying notes are an integral part of the consolidated financial statements.

UNION BANK OF TAIWAN AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expenses Amortization expenses Gain on reversal of allowance for doubtful accounts Net gain on disposal of financial assets designated as at fair value through profit or loss Interest expenses Interest revenues Dividend income Unrealized loss on the transactions with associates and joint ventures Loss (gain) on disposal of properties Loss (gain) on disposal of investments Impairment loss recognized on financial assets Reversal of impairment loss recognized on financial assets Loss on sale of distressed claim Reversal of impairment losses on nonfinancial asset Gain on disposal of collaterals Changes in operating assets and liabilities Increase in due from the Central Bank and call loans banks Increase in financial assets at fair value through profit or loss Decrease (increase) in accounts receivable Increase in discounts and loans Decrease (increase) in available-for-sale financial assets Increase in other financial assets Increase (decrease) in due to the Central Bank and other banks Increase (decrease) in financial liabilities at fair value through profit or loss Increase (decrease) in securities sold under repurchase agreements Increase (decrease) in accounts payable Increase in deposits Decrease in other financial liabilities Increase (decrease) in provisions for employee benefits Cash used in operations Interest received Dividends received Interest paid Income tax paid Net cash generated from (used in) operating activities CASH FLOWS FROM INVESTING ACTIVITIES	2014 $ 3,737,796 1,599,068 35,304 (494,806) (321,564) 3,730,345 (9,675,323) (94,819) 6,791 (19,553) (112,978) 654 - 65,897 - - (386,401) (6,452,067) (727,754) (27,579,651) (4,957,962) (2,691,160) 1,433,686 (1,655,522) 7,208,619 1,335,606 31,767,822 (182,930) 129 (4,430,773) 9,721,290 97,168 (3,706,634) (219,951 ) 1,461,100	2013 $ 3,408,358 1,618,132 42,654 (95,868) (701,895) 3,399,120 (9,239,639) (85,742) 196 10,037 121,477 - (68,594) - (51,593) (10,353) (3,495,138) (2,426,448) 528,115 (28,249,753) 2,206,520 (3,197,525) (1,107,571) 298,333 (3,706,692) (2,282,445) 27,523,515 (104,533) (25,319 ) (15,692,651) 9,243,507 86,272 (3,515,599) (145,876 ) (10,024,347 )

(Continued)

UNION BANK OF TAIWAN AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

Decrease in financial assets designated as at fair value throughprofit or loss Acquisition of debt instruments with no active market Return of capital on debt instruments with no active market Purchase of held-to-maturity financial assets Return of capital on held-to-maturity financial assets Purchase of financial assets measured at cost Proceeds of the sale of financial assets carried at cost Return of capital on financial assets carried at cost Payments for properties Proceeds of the disposal of properties Payments for investment properties Increase in settlement fund Decrease in settlement fund Increase in refundable deposits Decrease in refundable deposits Payments for intangible assets Proceeds of the disposal of collaterals Decrease in other assets Net cash generated from (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in commercial paper Proceeds of the issue of bank debentures Repayments of bank debentures Increase in guarantee deposits received Increase in other liabilities Equity with non-controlling cash dividends paid Cash dividends paid Net cash generated from financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2014 123,178 (5,686,328) 9,274,723 (361,555) 264,962 (6,000) 8,884 18,411 (2,591,118) 909,030 (929,569) (845) - (75,616) - (22,316) - 64,351 990,192 519,120 - - 10,381 41,000 (17,745) (8,962 ) 543,794 502,267 3,497,353 82,564,182 $ 86,061,535	2013 1,000,102 (29,391,008) 24,850,343 (217,883) 614,805 - 211 35,319 (2,249,136) 663,444 - - 1,228 - 179,974 (36,649) 162,555 17,181 (4,369,514 ) 1,000,022 3,000,000 (800,000) 66,354 83,155 - (181,042 ) 3,168,489 251,127 (10,974,245) 93,538,427 $ 82,564,182 (Continued)

UNION BANK OF TAIWAN AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

Reconciliation of the cash and cash equivalents reported in the consolidated statements of cash flows with those reported in the consolidated balance sheets as of December 31, 2014 and 2013:

Cash and cash equivalents in the consolidated balance sheets Due from the Central Bank and call loans to banks that meet the definition of cash and cash equivalents in IAS 7 “Cash Flow Statements” Securities purchased under agreements to resell that meet the definition of cash and cash equivalents in IAS 7 Cash and cash equivalents in consolidated statements of cash flows		December 31	December 31
		2014 $ 9,590,048 50,100,000 26,371,487 $ 86,061,535	2013 $ 8,227,163 54,100,000 20,237,019 $ 82,564,182

The accompanying notes are an integral part of the consolidated financial statements.

(Concluded)

Attachment 4: Fiscal Year 2014 Profit Distribution Table

Unit: NT$

Account	Amount	Amount
Unappropriated retained earnings,at the beginningof theyear		18,322,143
Actuarialgains and losses allocated as retained earnings		(66,817,207)
Adjusted unappropriated retained earnings		(48,495,064)
Add: netprofit after tax(Note 1)		3,093,795,332
Less: legal reserve		(928,138,600)
Distributable netprofit(Note 2)		2,117,161,668
Distributable items: Common share dividend(0.6per share)	(1,470,558,377)
Dividend to shareholders(0.26per share)	(637,241,963)	(2,107,800,340)
Unappropriated retained earnings,at the end of theyear		9,361,328

Note 1:

Compensation of directors and supervisors: NT$ 3,475,492 Employee bonus sharing: NT$ 69,509,836

Note 2: Pursuant to Ministry of Finance letter ref. no. Tai –CAI-Shuei 871941343, individual identification should be adopted when distributing earning. The current distribution shall distribute 2014 earning.

Note 3: The current cash dividends distribution ratio is rounded up to NT$ integer. Fractions of NT$ will be transferred to Other Income.

President Li Xian-Zhang

Manager Lin, Jeff

Accounting Chief Yang Ju-Chang

Attachment 5: “Ethical Corporate Management Best Practice Principles of Union Bank of Taiwan, Ltd.”

Approved in the 18[th] Meeting of the 8[th] Board on Mar. 18, 2015

Article 1

The Bank engages in commercial activities following the principles of fairness, honesty, faithfulness, and transparency, and in order to fully implement a policy of ethical management and actively prevent unethical conduct, these Procedures for Ethical Management and Guidelines for Conduct (hereinafter, "Procedures and Guidelines") are adopted pursuant to the provisions of the Ethical Corporate Management Best Practice Principles for TWSE/GTSM-Listed Companies and the applicable laws and regulations of the places where the Bank and its business groups and organizations operate, with a view to providing all personnel of the Bank with clear directions for the performance of their duties.

The scope of application of these Procedures and Guidelines includes the subsidiaries of the Bank, any incorporated foundation in which the Bank’s accumulated contributions, direct or indirect, exceed 50 percent of the total funds of the foundation, and other group enterprises and organizations, such as institutions or juristic persons, substantially controlled by the Bank.

Article 2

For the purposes of these Procedures and Guidelines, the term "personnel of the Bank" refers to any director, supervisor, managerial officer, employee, mandatary or person having substantial control, of the Bank or its group enterprises and organizations.

Any provision, promise, request, or acceptance of improper benefits by any personnel of the Bank through a third party will be presumed to be an act by the personnel of the Bank.

Article 3

For the purposes of these Procedures and Guidelines, "unethical conduct" means that any personnel of the Bank, in the course of their duties, directly or indirectly provides, promises, requests, or accepts improper benefits or commits a breach of ethics, unlawful act, or breach of fiduciary duty for purposes of acquiring or maintaining benefits.

The counterparties of the unethical conduct under the preceding paragraph include public officials, political candidates, political parties or their staffs, and government-owned or private-owned enterprises or institutions and their directors, supervisors, managerial officers, employees, persons having substantial control, or other interested parties.

Article 4

For the purposes of these Procedures and Guidelines, the term "benefits" means any money, gratuity, gift, commission, position, service, preferential treatment, rebate, facilitating payment, entertainment, dining, or any other item of value in whatever form or name.

Article 5

The Bank shall designate the a specific unit under the command of Board as the solely

responsible unit (hereinafter, "responsible unit") under the board of directors and in charge of the amendment, implementation, interpretation, and advisory services with respect to these Procedures and Guidelines, the recording and filing of reports, and the monitoring of implementation. The responsible unit shall be in charge of the following matters and also submit regular reports to the board of directors:

Overseeing concerned units’ compliance with the laws and regulations, assisting indoctrination of honest and ethical values in our Company’s operation strategies, and implementing preventive measures to make certain of honest practice.
Overseeing concerned units’ efforts in providing solutions to prevent dishonest acts, and stipulating standard operation procedure and behavior guidelines concerning the tasks within the scope of the said solutions.
Overseeing concerned units to implement counterbalancing measures specifically for higher risks of dishonest acts within their respective scope of business.
Overseeing efforts and performance of the education of honest practice policy. 5. Overseeing concerned units to stipulate reporting system as guarantee for effective implementation.
Assisting the board and the management to inspect and review the effectiveness of preventive measures established for honest practice policy, and routinely issue report the compliance observed in the review.

Article 6

Except under one of the following circumstances, when providing, accepting, promising, or requesting, directly or indirectly, any benefits as specified in Article 4, the conduct of the given personnel of the Bank shall comply with the provisions of the Ethical Corporate Management Best Practice Principles for TWSE/GTSM-Listed Companies and these Procedures and Guidelines, and the relevant procedures shall have been carried out:

The conduct is undertaken to meet business needs and is in accordance with local courtesy, convention, or custom during domestic (or foreign) visits, reception of guests, promotion of business, and communication and coordination.
The conduct has its basis in ordinary social activities that are attended or others are invited to hold in line with accepted social custom, commercial purposes, or developing relationships.
Invitations to guests or attendance at commercial activities or factory visits in relation to business needs, when the method of fee payment, number of participants, class of accommodations, and the time period for the event or visit have been specified in advance.
Attendance at folk festivals that are open to and invite the attendance of the general public.
Rewards, emergency assistance, condolence payments, or honorariums from the management.
Other conduct that complies with the rules of the Bank.

Article 7

Except under any of the circumstances set forth in the preceding article, when any personnel of the Bank are provided with or are promised, either directly or indirectly,

any benefits as specified in Article 4 by a third party, the matter shall be handled in accordance with the following procedures:

If there is no relationship of interest between the party providing or offering the benefit and the official duties of the Bank's personnel, the personnel shall report to their immediate supervisor within 3 days from the acceptance of the benefit, and the responsible unit shall be notified if necessary.
If a relationship of interest does exist between the party providing or offering the benefit and the official duties of the Bank's personnel, the personnel shall return or refuse the benefit, and shall report to his or her immediate supervisor and notify the responsible unit. When the benefit cannot be returned, then within 3 days from the acceptance of the benefit, the personnel shall refer the matter to the responsible unit for handling.

"A relationship of interest between the party providing or offering the benefit and the official duties of the Bank's personnel," as referred to in the preceding paragraph, refers to one of the following circumstances:

When the two parties have commercial dealings, a relationship of direction and supervision, or subsidies (or rewards) for expenses.
When a contracting, trading, or other contractual relationship is being sought, is in progress, or has been established.
Other circumstances in which a decision regarding the Bank's business, or the execution or non-execution of business, will result in a beneficial or adverse impact.

The responsible unit of the Bank shall make a proposal, based on the nature and value of the benefit under paragraph 1, that it be returned, accepted on payment, given to the public, donated to charity, or handled in another appropriate manner. The proposal shall be implemented after being reported and approved.

Article 8

The Bank shall neither provide nor promise any facilitating payment. If any personnel of the Bank provides or promises a facilitating payment under threat or intimidation, they shall submit a report to their immediate supervisor stating the facts and shall notify the responsible unit.

Upon receipt of the report under the preceding paragraph, the responsible unit shall take immediate action and undertake a review of relevant matters in order to minimize the risk of recurrence. In a case involving alleged illegality, the responsible unit shall also immediately report to the relevant judicial agency.

Article 9

To make certain of the Bank’s financial stability and CSR compliance, the Bank shall comply with the “Internal Accounting Audit Responsibility Allocation Table” when offering political donation, charity donation, or sponsorship

Article 10

When a Company director, officer or other stakeholder attending or present at a board meeting, or the juristic person represented thereby, has a stake in a proposal at the meeting , that director, supervisor, officer or stakeholder shall state the important aspects of the stake in the meeting and, where there is a likelihood that the interests of

the Bank would be prejudiced, may not participate in the discussion or vote on that proposal, shall recuse himself or herself from any discussion and voting, and may not exercise voting rights as proxy on behalf of another director. The directors shall exercise discipline among themselves, and may not support each other in an inappropriate manner.

If in the course of conducting company business, any personnel of the Bank discovers that a potential conflict of interest exists involving themselves or the juristic person that they represent, or that they or their spouse, parents, children, or a person with whom they have a relationship of interest is likely to obtain improper benefits, the personnel shall report the relevant matters to both his or her immediate supervisor and the responsible unit, and the immediate supervisor shall provide the personnel with proper instructions.

No personnel of the Bank may use company resources on commercial activities other than those of the Bank, nor may any personnel's job performance be affected by his or her involvement in the commercial activities other than those of the Bank.

Article 11

The Bank shall set up a special unit charged with formulating and implementing procedures for managing, preserving, and maintaining the confidentiality of the Bank's trade secrets, trademarks, patents, works and other intellectual properties and it shall also conduct periodical reviews on the results of implementation to ensure the sustained effectiveness of the confidentiality procedures.

All personnel of the Bank shall faithfully follow the operational directions pertaining to intellectual properties as mentioned in the preceding paragraph and may not disclose to any other party any trade secrets, trademarks, patents, works, and other intellectual properties of the Bank of which they have learned, nor may they inquire about or collect any trade secrets, trademarks, patents, and other intellectual properties of the Bank unrelated to their individual duties.

Article 12

The Bank shall follow the Fair Trade Act and applicable competition laws and regulations when engaging in business activities, and may not fix prices, make rigged bids, establish output restrictions or quotas, or share or divide markets by allocating customers, suppliers, territories, or lines of commerce.

Article 13

The Bank shall collect and understand the applicable laws and regulations and international standards governing its products and services which it shall observe and gather and publish all guidelines to cause personnel of the Bank to ensure the transparency of information about, and safety of, the products and services in the course of their research and development, procurement, manufacture, provision, or sale of products and services.

The Bank shall adopt and publish on its website a policy on the protection of the rights and interests of consumers or other stakeholders to prevent its products and services from directly or indirectly damaging the rights and interests, health, and safety of consumers or other stakeholders. Where there are media reports, or sufficient facts to determine, that the Bank's products or services are likely to pose any hazard to the safety and health of consumers or other stakeholders, the Bank shall recall those products or suspend the services, verify the facts and present a review and improvement plan. The responsible unit of the Bank shall report the event as in the preceding paragraph, actions taken, and subsequent reviews and corrective measures taken to the board of directors.

Article 14

All Company personnel shall adhere to the provisions of the Securities and Exchange Act, and may not take advantage of undisclosed information of which they have learned to engage in insider trading. Personnel are also prohibited from divulging undisclosed information to any other party, in order to prevent other party from using such information to engage in insider trading. Any organization or person outside of the Bank that is involved in any merger, demerger, acquisition and share transfer, major memorandum of understanding, strategic alliance, other business partnership plan, or the signing of a major contract by the Bank shall be required to sign a non-disclosure agreement in which they undertake not to disclose to any other party any trade secret or other material information of the Bank acquired as a result, and that they may not use such information without the prior consent of the Bank.

Article 15

The Bank shall disclose its policy of ethical management in its internal rules, annual reports, on the company's websites, and in other promotional materials, and shall make timely announcements of the policy in events held for outside parties such as product launches and investor press conferences, in order to make its suppliers, customers, and other business-related institutions and personnel fully aware of its principles and rules with respect to ethical management.

Article 16

Before developing a commercial relationship with another party, such as an agent, supplier, customer, or other counterparty in commercial dealings, the Bank shall evaluate the legality and ethical management policy of the party and ascertain whether the party has a record of involvement in unethical conduct, in order to ensure that the party conducts business in a fair and transparent manner and will not request, offer, or take bribes.

When the Bank carries out the evaluation under the preceding paragraph, it may adopt appropriate audit procedures for a review of the counterparty with which it will have commercial dealings with respect to the following matters, in order to gain a comprehensive knowledge of its ethical management:

The enterprise's nationality, location of business operations, organizational structure, and management policy, and place where it will make payment.
Whether the enterprise has adopted an ethical management policy, and the status of its implementation.
Whether enterprise's business operations are located in a country with a high risk of corruption.
Whether the business operated by the enterprise is in an industry with a high risk of bribery.
The long-term business condition and degree of goodwill of the enterprise. 6. Consultation with the enterprise's business partners on their opinion of the enterprise.
Whether the enterprise has a record of involvement in unethical conduct such as bribery or illegal political contributions.

Article 17

Any personnel of the Bank, when engaging in commercial activities, shall make a statement to the trading counterparty about the Bank's ethical management policy and related rules, and shall clearly refuse to provide, promise, request, or accept, directly

or indirectly, any improper benefit in whatever form or name.

Article 18

All personnel of the Bank shall avoid business transactions with an agent, supplier, customer, or other counterparty in commercial interactions that is involved in unethical conduct. When the counterparty or partner in cooperation is found to have engaged in unethical conduct, the personnel shall immediately cease dealing with the counterparty and blacklist it for any further business interaction in order to effectively implement the Bank's ethical management policy.

Article 19

Before entering into a contract with another party, the Bank shall gain a thorough knowledge of the status of the other party's ethical management, and shall make observance of the ethical management policy of the Bank part of the terms and conditions of the contract, stipulating at the least the following matters:

When a party to the contract becomes aware that any personnel has violated the terms and conditions pertaining to prohibition of acceptance of commissions, rebates, or other improper benefits, the party shall immediately notify the other party of the violator's identity, the manner in which the provision, promise, request, or acceptance was made, and the monetary amount or other improper benefit that was provided, promised, requested, or accepted. The party shall also provide the other party with pertinent evidence and cooperate fully with the investigation. If there has been resultant damage to either party, the party may claim from the other party as damages, and may also deduct the full amount of the damages from the contract price payable.
Where a party is discovered to be engaged in unethical conduct in its commercial activities, the other party may terminate or rescind the contract unconditionally at any time.
Specific and reasonable payment terms, including the place and method of payment and the requirement for compliance with related tax laws and regulations.

Article 20

As an incentive to insiders and outsiders for informing of unethical or unseemly conduct, the Bank will grant a reward depending the seriousness of the circumstance concerned. Insiders having made a false report or malicious accusation shall be subject to disciplinary action and be removed from office if the circumstance concerned is material. The Bank shall internally establish and publicly announce on its website and the intranet, or provide through an independent external institution, an independent mailbox or hotline, for Company insiders and outsiders to submit reports. A whistleblower shall at least furnish the following information:

the whistleblower’s name and I.D. number, and an address, telephone number and e-mail address where it can be reached.
the informed party's name or other information sufficient to distinguish its identifying features.
specific facts available for investigation.

Company personnel handling whistle-blowing matters shall represent in writing they will keep the whistleblowers’ identity and contents of information confidential. the

Bank also undertakes to protect the whistleblowers from improper treatment due to their whistle-blowing.

The responsible unit of the Bank shall observe the following procedure:

An information shall be reported to the department head if involving the rank and file and to an independent director or supervisor if involving a director or a senior executive.
The responsible unit of the Bank and the department head or personnel being reported to in the preceding subparagraph shall immediately verify the facts and, where necessary, with the assistance of the legal compliance or other related department.
If a person being informed of is confirmed to have indeed violated the applicable laws and regulations or the Bank's policy and regulations of ethical management, the Bank shall immediately require the violator to cease the conduct and shall make an appropriate disposition. When necessary, the Bank will institute legal proceedings and seek damages to safeguard its reputation and its rights and interests.
Documentation of case acceptance, investigation processes and investigation results shall be retained for five years and may be retained electronically. In the event of a suit in respect of the whistleblowing case before the retention period expires, the relevant information shall continue to be retained until the conclusion of the litigation.
With respect to a confirmed information, the Bank shall charge relevant units with the task of reviewing the internal control system and relevant procedures and proposing corrective measures to prevent recurrence.
The responsible unit of the Bank shall submit to the board of directors a report on the whistleblowing case, actions taken, and subsequent reviews and corrective measures.

Article 21

If any personnel of the Bank discovers that another party has engaged in unethical conduct towards the Bank, and such unethical conduct involves alleged illegality, the Bank shall report the relevant facts to the judicial and prosecutorial authorities; where a public service agency or public official is involved, the Bank shall additionally notify the governmental anti-corruption agency.

Article 22

The responsible unit of the Bank shall organize awareness sessions each year and arrange for the chairperson, general manager, or senior management to communicate the importance of ethics to its directors, employees, and mandataries. The Bank shall link ethical management to employee performance evaluations and human resources policy, and establish clear and effective systems for rewards, penalties, and complaints. If any personnel of the Bank seriously violates ethical conduct, the Bank shall dismiss the personnel from his or her position or terminate his or her employment in accordance with applicable laws and regulations or the personnel policy and procedures of the Bank.

The Bank shall disclose on its intranet information the name and title of the violator, the date and details of the violation, and the actions taken in response.

Article 23

These Procedures and Guidelines, and any amendments hereto, shall be implemented

after adoption by resolution of the board of directors, and shall be delivered to Audit Committee and reported to the shareholders meeting.

When these Procedures and Guidelines are submitted to the board of directors for discussion, each independent director's opinions shall be taken into full consideration, and their objections and reservations expressed shall be recorded in the minutes of the board of directors meeting. An independent director that is unable to attend a board meeting in person to express objection or reservation shall provide a written opinion before the board meeting unless there is a legitimate reason to do otherwise, and the opinion shall be recorded in the minutes of the board of directors meeting.

Attachment 6: “Corporate Social Responsibility Best Practice Principles of Union Bank of Taiwan, Ltd.”

Approved in the 18[th] Meeting of the 8[th] Board on Mar. 18, 2015

Chapter I. General Principles

Article 1

To fully fulfill the Bank’s corporate social responsibility, promote progress of the economy, environment, and society, achieve the goals of sustainable development, and regulate the Bank’s risks and influences to the economics, environment, and society, the Bank has adopted this “Corporate Social Responsibility Best Practice Principles(The Principles)” by referring to the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies.

Article 2

This Principles shall be applicable to the entire operation of the Bank, including its subsidiaries.

The Bank shall actively fulfill their corporate social responsibility in the course of their business operations so as to follow international development trends and to contribute to the economic development of the country, to improve the quality of life of employees, the community and society by acting as responsible corporate citizens, and to enhance competitive edges built on corporate social responsibility.

Article 3

In fulfilling corporate social responsibility initiatives, the Bank shall, in its corporate management guidelines and business operations, give due consideration to the rights and interests of stakeholders and, while pursuing sustainable operations and profits, also give due consideration to the environment, society and corporate governance.

Article 4

To implement corporate social responsibility initiatives, the Bank shall adopt the follow the principles below:

Exercise corporate governance.
Foster a sustainable environment.
Preserve public welfare.
Enhance disclosure of corporate social responsibility information.

Article 5

The Bank shall take into consideration the correlation between the development of domestic and international corporate social responsibility principles and corporate core business operations, and the effect of the operation of individual companies and of their respective business groups as a whole on stakeholders, in establishing their policies, systems or relevant management guidelines, and concrete promotion plans for corporate social responsibility programs, which shall be approved by the board of directors and then reported to the shareholders meeting.

When a shareholder proposes a motion involving corporate social responsibility, the Bank's board of directors is advised to review and consider including it in the shareholders meeting agenda.

Chapter II. Exercising Corporate Governance

Article 6

The Bank shall follow the Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies, the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies, and the Code of Ethical Conduct for TWSE/GTSM Listed Companies to establish effective corporate governance frameworks and relevant ethical standards so as to enhance corporate governance.

Article 7

The directors of the Bank shall exercise the due care of good administrators to urge the Bank to perform its corporate social responsibility initiatives, review the results of the implementation thereof from time to time and continually make adjustments so as to ensure the thorough implementation of its corporate social responsibility policies. The board of directors of the Bank shall include the following matters in the Bank's performance of its corporate social responsibility initiatives:

Identifying the Bank's corporate social responsibility mission or vision, and declaring its corporate social responsibility policy, systems or relevant management guidelines;
Making corporate social responsibility the guiding principle of the Bank's operations and development, and ratifying concrete promotional plans for corporate social responsibility initiatives; and
Enhancing the timeliness and accuracy of the disclosure of corporate social responsibility information.

The board of directors shall appoint executive-level positions with responsibility for economic, environmental, and social issues resulting from the business operations of the Bank, and to report the status of the handling to the board of directors. The handling procedures and the responsible person for each relevant issue shall be concrete and clear.

Article 8

The Bank shall, on a regular basis, organize education and training on the implementation of corporate social responsibility initiatives, including promotion of the matters prescribed in paragraph 2 of the preceding article.

Article 9

For the purpose of managing corporate social responsibility initiatives, the Bank shall establish an exclusively (or concurrently) dedicated unit to be in charge of proposing and enforcing the corporate social responsibility policies, systems, or relevant management guidelines, and concrete promotional plans and to report on the same to the board of directors on a periodic basis.

The Bank shall adopt reasonable remuneration policies, to ensure that remuneration arrangements support the strategic aims of the organization, and align with the interests of stakeholders.

It is advised that the employee performance evaluation system be combined with corporate social responsibility policies, and that a clear and effective incentive and discipline system be established.

Article 10

The Bank shall, based on respect for the rights and interests of stakeholders, identify

stakeholders of the Bank, and establish a designated section for stakeholders on the Bank website; understand the reasonable expectations and demands of stakeholders through proper communication with them, and adequately respond to the important corporate social responsibility issues which they are concerned about.

Chapter III. Fostering a Sustainable Environment

Article 11

The Bank shall follow relevant environmental laws, regulations and international standards to properly protect the environment and shall endeavor to promote a sustainable environment when engaging in business operations and internal management.

Article 12

The Bank shall endeavor to utilize all resources more efficiently and use renewable materials which have a low impact on the environment to improve sustainability of natural resources.

Article 13

The Bank shall establish proper environment management systems based on the characteristics of their industries. Such systems shall include the following tasks:

Collecting sufficient and up-to-date information to evaluate the impact of the Bank's business operations on the natural environment.
Establishing measurable goals for environmental sustainability, and examining whether the development of such goals should be maintained and whether it is still relevant on a regular basis.
Adopting enforcement measures such as concrete plans or action plans, and examining the results of their operation on a regular basis.

Article 14

The Bank shall establish a dedicated unit or assign dedicated personnel for drafting, promoting, and maintaining relevant environment management systems and concrete action plans, and should hold environment education courses for their managerial officers and other employees on a periodic basis.

Article 15

The Bank shall take into account the effect of business operations on ecological efficiency, promote and advocate the concept of sustainable consumption, and conduct research and development, procurement, production, operations, and services in accordance with the following principles to reduce the impact on the natural environment and human beings from their business operations:

Reduce resource and energy consumption of their products and services. 2. Reduce emission of pollutants, toxins and waste, and dispose of waste properly.
Improve recyclability and reusability of raw materials or products.
Maximize the sustainability of renewable resources.
Enhance the durability of products.
Improve efficiency of products and services.

Article 16

To improve water use efficiency, the Bank shall properly and sustainably use water resources and establish relevant management measures.

The Bank shall construct and improve environmental protection treatment facilities to avoid polluting water, air and land, and use their best efforts to reduce adverse impact on human health and the environment by adopting the best practical pollution prevention and control measures.

Article 17

The Bank shall adopt standards or guidelines generally used in Taiwan and abroad to enforce corporate greenhouse gas inventory and to make disclosures thereof, the scope of which shall include the following:

Direct greenhouse gas emissions: emissions from operations that are owned or controlled by the Bank.
Indirect greenhouse gas emissions: emissions resulting from the generation of externally purchased or acquired electricity, heating, or steam.

The Bank shall monitor the impact of climate change on their operations and should establish company strategies for energy conservation and carbon and greenhouse gas reduction based upon their operations and the result of a greenhouse gas inventory. Such strategies should include obtaining carbon credits to promote and minimize the impact of their business operations on climate change.

Chapter IV. Preserving Public Welfare

Article 18

The Bank shall comply with relevant laws and regulations, and the International Bill of Human Rights, with respect to rights such as gender equality, the right to work, and prohibition of discrimination.

The Bank, to fulfill its responsibility to protect human rights, shall adopt relevant management policies and processes, including:

Presenting a corporate policy or statement on human rights.
Evaluating the impact of the Bank's business operations and internal management on human rights, and adopting corresponding handing processes.
Reviewing on a regular basis the effectiveness of the corporate policy or statement on human rights.
In the event of any infringement of human rights, the Bank shall disclose the processes for handling of the matter with respect to the stakeholders involved.

The Bank shall comply with the internationally recognized human rights of labor, including the freedom of association, the right of collective bargaining, caring for vulnerable groups, prohibiting the use of child labor, eliminating all forms of forced labor, eliminating recruitment and employment discrimination, and shall ensure that their human resource policies do not contain differential treatments based on gender, race, socioeconomic status, age, or marital and family status, so as to achieve equality and fairness in employment, hiring conditions, remuneration, benefits, training, evaluation, and promotion opportunities.

The Bank shall provide an effective and appropriate grievance mechanism with respect to matters adversely impacting the rights and interests of the labor force, in order to ensure equality and transparency of the grievance process. Channels through which a grievance may be raised shall be clear, convenient, and unobstructed. A

company shall respond to any employee's grievance in an appropriate manner.

Article 19

The Bank shall provide information for their employees so that the employees have knowledge of the labor laws and the rights they enjoy in the countries where the Bank have business operations.

Article 20

The Bank shall provide safe and healthful work environments for their employees, including necessary health and first-aid facilities and shall endeavor to curb dangers to employees' safety and health and to prevent occupational accidents. The Bank shall organize training on safety and health for their employees on a regular basis.

Article 21

The Bank shall create an environment conducive to the development of their employees' careers and establish effective training programs to foster career skills. The Bank shall appropriately reflect the corporate business performance or achievements in the employee remuneration policy, to ensure the recruitment, retention, and motivation of human resources, and achieve the objective of sustainable operations.

Article 22

The Bank shall establish a platform to facilitate regular two-way communication between the management and the employees for the employees to obtain relevant information on and express their opinions on the Bank's operations, management and decisions.

The Bank shall respect the employee representatives' rights to bargain for the working conditions, and shall provide the employees with necessary information and hardware equipment, in order to improve the negotiation and cooperation among employers, employees and employee representatives.

The Bank shall, by reasonable means, inform employees of operation changes that might have material impacts.

Article 23

The Bank shall take responsibility for their products and services, and take marketing ethics seriously. In the process of research and development, procurement, production, operations, and services, the Bank shall ensure the transparency and safety of their products and services. They further shall establish and disclose policies on consumer rights and interests, and enforce them in the course of business operations, in order to prevent the products or services from adversely impacting the rights, interests, health, or safety of consumers.

Article 24

The Bank shall ensure the quality of their products and services by following the laws and regulations of the government and relevant standards of their industries. The Bank shall follow relevant laws, regulations and international guidelines when marketing or labeling their products and services and shall not deceive, mislead, commit fraud or engage in any other acts which would betray consumers' trust or damage consumers' rights or interests.

Article 25

The Bank shall evaluate and manage all types of risks that could cause interruptions in operations, so as to reduce the impact on consumers and society.

The Bank shall provide a clear and effective procedure for accepting consumer complaints to fairly and timely handle consumer complaints, shall comply with laws and regulations related to the Personal Information Protection Act for respecting consumers' rights of privacy and shall protect personal data provided by consumers.

Article 26

The Bank shall assess the impact their procurement has on society as well as the environment of the community that they are procuring from, and shall cooperate with their suppliers to jointly implement the corporate social responsibility initiative. Prior to engaging in commercial dealings, the Bank shall assess whether there is any record of a supplier's impact on the environment and society, and avoid conducting transactions with those against corporate social responsibility policy.

When the Bank enter into a contract with any of their major suppliers, the content should include terms stipulating mutual compliance with corporate social responsibility policy, and that the contract may be terminated or rescinded any time if the supplier has violated such policy and has caused significant negative impact on the environment and society of the community of the supply source.

Article 27

The Bank shall evaluate the impact of their business operations on the community, and adequately employ personnel from the location of the business operations, to enhance community acceptance.

The Bank shall, through commercial activities, non-cash property endowments, volunteering service or other charitable professional services, participate in events held by citizen organizations, charities and local government agencies relating to community development and community education to promote community development.

Chapter V. Enhancing Disclosure of Corporate Social Responsibility Information

Article 28

The Bank shall disclose information according to relevant laws, regulations and the Corporate Governance Best Practice Principles for TWSE/GTSM listed Companies and shall fully disclose relevant and reliable information relating to their corporate social responsibility initiatives to improve information transparency. Relevant information relating to corporate social responsibility which the Bank shall disclose includes:

The policy, systems or relevant management guidelines, and concrete promotion plans for corporate social responsibility initiatives, as resolved by the board of directors.
The risks and the impact on the corporate operations and financial condition arising from exercising corporate governance, fostering a sustainable environment and preserving social public welfare.
Goals and measures for realizing the corporate social responsibility initiatives established by the companies, and performance in implementation.
Major stakeholders and their concerns.
Disclosure of information on major suppliers' management and performance with respect to major environmental and social issues.
Other information relating to corporate social responsibility initiatives.

Article 29

The Bank shall adopt internationally widely recognized standards or guidelines when producing corporate social responsibility reports, to disclose the status of their implementation of the corporate social responsibility policy. It also is advisable to obtain a third-party assurance or verification for reports to enhance the reliability of the information in the reports. The reports are advised to include:

The policy, system, or relevant management guidelines and concrete promotion plans for implementing corporate social responsibility initiatives.
Major stakeholders and their concerns.
Results and a review of the exercising of corporate governance, fostering of a sustainable environment, preservation of public welfare and promotion of economic development.
Future improvements and goals.

Chapter VI. Supplementary Provisions

Article 30

The Bank shall at all times monitor the development of domestic and foreign corporate social responsibility standards and the change of business environment so as to examine and improve their established corporate social responsibility framework and to obtain better results from the implementation of the corporate social responsibility policy.

Article 31

This Principles has been approved by the Board for implementation and submitted to the annual general meeting of shareholders. Respective amendment, if any, shall be determined by the Board.

Attachment 7: Comparison table for the “Rules of Procedures for Shareholders Meetings of Union Bank of Taiwan, Ltd.”

Article		After amendment	Before amendment	Remark
1		This Principles are stipulated in accordance with the Corporate Governance Best Practice Principles for The Bank to establish a good governance system for shareholders’ meeting, improve supervision and management functions.	This Principles are stipulated in accordance with Article 11 of the Corporate Governance Best Practice Principles for Banking Industry to establish a good governance system for shareholders’ meeting, improve supervision and management functions.	Amended with reference to the Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies for Shareholders’ Meeting agenda due to Bank Association has not completed the amendments of its Corporate Governance Best Practice Principles for Banking Industry regarding to convening and other matters of shareholders’ meeting.
3		Unless otherwise stipulated by the laws, the Bank’s Shareholders’ Meeting shall be convened by the board of directors. The Bank shall deliver notice of shareholders’ meeting, template of power of attorney, subjects of approval, discussion, election or dismissal of directors, and related information, in electronic file format, to the Market Observation Post System 30 days before the Annual General Meeting of Shareholders or 15 days before the extraordinary shareholders’meeting. The Bank	Unless otherwise stipulated by the laws, the Bank’s Shareholders’ Meeting shall be convened by the board of directors.（This paragraph is newly added.）	Added for matters regarding to convening shareholders’ meeting.

Article		After amendment	Before amendment	Remark
		shall also deliver the annual general meeting of shareholders agenda and supplementary information, in electronic file format, to the Market Observation Post System 21 days before the Annual General Meeting of Shareholders or 15 days before the extraordinary shareholders’ meeting. The Bank shall have the respective shareholders’meeting hand-outs and supplementary information readily available for shareholders 15 days before the annual general meeting of shareholders. The said material shall be displayed at the professional share representative institutes and distributed at the annual general meeting of shareholders. Notice and announcement should contain reasons for convening the meeting. With approval from the recipient, delivery via electronic means is allowed. Motions regarding to election or dismissal of directors, article amendment, dissolution, merger, division, and issues stipulated in Paragraph 1 of Article 185 of the Company Act, Articles 26-1 and 43-6 of the Securities and Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Issuers shall be listed in the reasons for conveningthe meetingand maynot beproposed	（Paragraph 3 is deleted） Notice and announcement should contain reasons for convening the meeting. With approval from the recipient, delivery via electronic means is allowed. Motions regarding to election or dismissal of directors or supervisors, article amendment, dissolution, merger, division, and issues stipulated in Paragraph 1 of Article 185 of the Company Act, and Articles 26-1 and 43-6 of the Securities and Exchange Act shall be listed in the reasons for convening the meeting and may not be proposed as motions from the floor in the meeting. （This paragraph is newly added.）	This Paragraph already exists and is therefore deleted. “Supervisors” is deleted. Revised slightly in compliance with Article 6 of the Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies and Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers. Related procedures are added in compliance with Article

Article		After amendment	Before amendment	Remark
		as motions from the floor in the meeting. Shareholders in possession of 1% or more of total outstanding shares may propose one motion in written to the Bank’s Annual General Meeting of Shareholders, and other motions proposed will not be accepted. In addition, the board may exclude the motions proposed by shareholders if the motions concerns Subparagraph 4, Paragraph 1, and Article 172 of the Compact Act. The Bank shall announce the period to accept motions proposed by shareholders and the place to propose motions, of which period should not be less than 10 days, before the share transfer stop date before convening Annual General Meeting of Shareholders. A motion proposed by a shareholder should be limited to 300 words, or the motion will be excluded. The shareholder proposing the motions should attend the Annual General Meeting of Shareholders and participate in the discussion in person or through a proxy. The Bank should notify the proposing shareholders about the handling result before the date of notice of shareholders’meeting, and include the motions in the notice of meeting. The board should explain in the meeting about the reasons for excluding any motion proposed by		172-1 of the Company Act regarding to shareholders proposing motions for the meeting.

Article	After amendment	Before amendment	Remark
	shareholders.
4	(Paragraphs 1 and 2 omitted) Shareholders having delivered their letters of power of attorney to the Bank but change their minds and decide to attend shareholders’ meeting in personor wish to exercise voting right in written or via electronic means shall deliver a written notice of cancellation of the respective power of attorney to the Bank at least 2 days before the annual general meeting of shareholders. If the said cancellation is not made before the deadline, the authorized proxy shall have the right to exercise the voting right on behalf of its shareholder.	(Paragraphs 1 and 2 omitted) Shareholders having delivered their letters of power of attorney to the Bank but change their minds and decide to attend shareholders’ meeting in person shall deliver a written notice of cancellation of the respective power of attorney to the Bank at least 2 days before the annual general meeting of shareholders. If the said cancellation is not made before the deadline, the authorized proxy shall have the right to exercise the voting right on behalf of its shareholder.	Added to clearly define exercising shareholder’s voting right.
6	The Bank shall clearly state the time and place for shareholders’meeting reception and other notices. The reception time abovementioned shall begin at least 30 minutes before the meeting. Reception place should be clearly identifiable and stationed with competent personnel. The Bank shall provide sign-in book for shareholders or their proxies (jointly referred to as shareholders) to sign in. Alternatively, shareholders present at the meeting may substitute signing-in by submitting a sign-in card. The Bank shall distribute meeting hand-out, annual reports,attendee’s badge,motion sheet,	This paragraph is newly added. The Bank shall provide sign-in book for shareholders or their proxies (jointly referred to as shareholders) to sign in. Alternatively, shareholders present at the meeting may substitute signing-in by submitting a sign-in card.	Added to clearly define meeting reception procedure and shareholders’ rights to attend shareholders’ meeting. ”or supervisors” is deleted.

Article		After amendment		Before amendment	Remark
		resolution ballot, and other material to the shareholders present at the meeting. Election ballot should be included as well if directors are to be elected in the meeting. Shareholders must present their attendee’s badge, sign-in card, or other attendee’s ID to attend shareholders’ meeting. The Bank may not demand without approval shareholders to present any other identification to attend shareholders’ meeting. Shareholders who are also proxies via power of attorney should carry identification papers for identification purpose. (Below is omitted.)		The Bank shall distribute meeting hand-out, annual reports, attendee’s badge, motion sheet, resolution ballot, and other material to the shareholders present at the meeting. Election ballot should be included as well if directorsor supervisors are to be elected in the meeting. Shareholders must present their attendee’s badge, sign-in card, or other attendee’s ID to attend shareholders’ meeting. Shareholders who are also proxies via power of attorney should carry identification papers for identification purpose. (Below is omitted.)	Requirement about shareholders’ ID for attending shareholders’ meeting is added to Article 6 in compliance with the Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies.
7		(Paragraph 1 is omitted.) Managing Director or director must be in their job positions for 6 months or longer and have knowledge about the Bank’s financial status to be eligible for acting as the substitute chairperson of the annual general meeting of shareholders. The same shall apply to representatives of corporate director to act as meeting chairperson. Shareholders’ meeting convened by the board shall, whenever possible, have the attendance of the majority of the directorsand at least one representative form each of functional committee,		(Paragraph 1 is omitted.) (This paragraph is newly added.） Shareholders’ meeting convened by the board shall, whenever possible, have the attendance of the majority of the directors.（Newly added.） Shareholders’ meeting convened by eligible convener other than the board shall bepresided	Added in compliance with Article 6 of the Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies.

Article	After amendment	Before amendment	Remark
	and the attendance shall be recorded in the annual general meeting of shareholders minute. Shareholders’ meeting convened by eligible convener other than the board shall be presided by the said convener. In case of two or more conveners, they shall nominate and appoint one among themselves to preside at the meeting. The Bank may appoint its attorneys at laws, accountants, or other personnel to sit-in in shareholders’ meeting.	by the said convener. In case of two or more conveners, they shall nominate and appoint one among themselves to preside at the meeting. The Bank may appoint its attorneys at laws, accountants, or other personnel to sit-in in shareholders’ meeting.
八	The Bank shall record audioand video of the entire process of shareholders’ meeting and keep in archive for at least one year. If a legal proceeding has been initiated by shareholders in accordance with Article 189 of the Company Act, the said recordings shall be kept until the said proceedinghas been concluded.	The Bank shall record audio or video of the entire process of shareholders’ meeting and keep in archive for at least one year. If a legal proceeding has been initiated by shareholders in accordance with Article 189 of the Company Act, the said recordings shall be kept until the saidproceedinghas been concluded.	Revised slightly according to the sample for Rules of Procedure for Shareholders Meetings provided by the TWSE.
13	(Paragraph 1 is omitted.) In shareholders’ meeting convened by the Bank, voting rights shall be exercised via electronic means, and written means shall be allowed . Notice of shareholders’ meeting shall clearly explain the said electronic and written means for exercising voting rights. Shareholders exercising voting rights via written or electronic means shall be regarded as present in the same meeting in person,but the rights topropose motion on the	(Paragraph 1 is omitted.) In shareholders’ meeting convened by the Bank, voting rights shall be exercised via written or electronic means . Notice of shareholders’ meeting shall clearly explain the said electronic and written means for exercising voting rights. Shareholders exercising voting rights via written or electronic means shall be regarded as present in the same meeting in person, but the rights to propose motion on the floor and amendment	Slight revised in accordance with the Rules of Procedure for Shareholders Meetings stipulated by the TWSE.

Article	After amendment	Before amendment	Remark
	floor and amendment shall be automatically regarded as forfeited. (Paragraphs 3 & 4 are omitted.) Unless otherwise stipulated by the Company Act and the Bank’s Articles of Incorporation, passing of a motion by voting shall require approval from the majority of the voting rights of the shareholders present in the meeting. When voting, the presiding chairperson or the person assigned by the presiding chairperson shall announce the total voting rights of the shareholders present at the meeting, and the shareholders shall vote, all in a motion-by-motion basis.After which, the voting particulars, including approval, objection, and forfeit, shall be entered into the Market Observation Post System on the same date . (Paragraphs 6 & 7 are omitted.) Ballot counting for shareholders’meeting resolution voting or election shall be done openly within the meeting venue, and the result, including the particulars of voting rights, shall be announced immediately on site and recorded upon the completion of counting.	shall be automatically regarded as forfeited. (Paragraphs 3 & 4 are omitted.) Unless otherwise stipulated by the Company Act and the Bank’s Articles of Incorporation, passing of a motion by voting shall require approval from the majority of the voting rights of the shareholders present in the meeting. When voting, the presiding chairperson or the person assigned by the presiding chairperson shall announce the total voting rights of the shareholders present at the meeting, and the shareholders shall vote, all in a motion-by-motion basis.（Newly added.） (Paragraphs 6 & 7 are omitted.) Ballot counting shall be done openly within the meeting venue, and the result shall be announced on site and recorded.

14	Director election in shareholders’ meeting shall comply with the Bank’s rules regarding the election, and the voting result, including the roster of the elected directors and their respective voting	Directorand supervisor election in shareholders’ meeting shall comply with the Bank’s rules regarding the election, and the voting result shall be announced on site.	“and supervisor” deleted. Slight revised in accordance with the Rules of Procedure for Shareholders Meetings

Article		After amendment		Before amendment	Remark
		rights won shall be announced on site. (Below omitted)		(Below omitted)	stipulated by the TWSE
15		Shareholders’ meeting resolutions shall be recorded in meeting minutes and shall be affixed with the presiding chairperson’s signature or stamp seal. The said meeting minutes shall be distributed to all shareholders within 20 days after the meeting. Meeting minutes may be produced in electronic format. The distribution of the said meeting minutes may be substituted with announcement on the Market Observation Post System. Meeting minutes shall faithfully state the date, venue, name of presiding chairperson, resolution method, meeting process, and meeting conclusions, and shall be kept as long as the Bank exists. (This paragraph is deleted.)		Shareholders’ meeting resolutions shall be recorded in meeting minutes, on which the presiding chairperson’s signature or stamp seal is required. The said meeting minutes shall be distributed to all shareholders within 20 days after the meeting. Meeting minutes may be produced in electronic format. A resolution achieved after the presiding chairperson having asked for opinions from the shareholders and the shareholders having unanimously approved shall be stated in the meeting minutes that“The presiding chairperson has asked if any objection and the shareholders approved unanimously.”However, if any objection against a motion is raised by a shareholder, then voting by ballot shall be adopted, and the voting rights voted and ratio shall be recorded.	In compliance with the Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies, the Bank’s shareholders’ meeting adopts motion-by-motion voting, and thus shareholder’s objection becomes irrelevant, therefore Paragraph 4 is deleted.

Attachment 8: Comparison table for the “Articles of Incorporation of Union Bank of Taiwan, Ltd.“

Article	After amendment	Before amendment	Remark
15	Shareholders’ meeting’s resolutions and executions: (1) Amendments of the Bank’s Chapters of Incorporation (2) Capital increase and decrease. (3) Elections of directors. (4) Review and recognize the statements submitted by the board and the review reports submitted by theaudit committee . Shareholders’ meeting may assign reviewer to review the said statements and reports. (5) Distributions of earnings, dividends, and bonus. (6) Other issues stipulated by the Company Act.	Shareholders’ meeting’s resolutions and executions: (1) Amendments of the Bank’s Chapters of Incorporation (2) Capital increase and decrease. (3) Elections of directorsand supervisors . (4) Review and recognize the statements submitted by the board and the review reports submitted by the supervisors . Shareholders’ meeting may assign reviewer to review the said statements and reports. (5) Distributions of earnings, dividends, and bonus. (6) Other issues stipulated by the Company Act.	The term “supervisors” is deleted to reflect the Bank’s substituting the supervisors with audit committee.
18-1	The quota of the Bank’s directors shall include at least3 independent directors, of which the percentage may not be less than one-fifth. Candidate nomination system shall be adopted and shareholders are to elect from the rosters of independent directors.(Below omitted)	The quota of the Bank’s directors shall include at least~~2~~ independent directors, of which the percentage may not be less than one-fifth. Candidate nomination system shall be adopted and shareholders are to elect from the rosters of independent directors.(Below omitted)	According to the Regulations Governing the Exercise of Powers by Audit Committees of Public Companies, an audit committee shall consist with no less than 3, if not all, ~~independent directors~~
			~~.~~

Article	Afteramendment	Before amendment	Remark
23	The board shall convene board meeting at least once per every quarter and may convene extraordinary board meeting in case of emergency or request by the majority of directors. Unless otherwise stipulated by the laws, the said meeting shall be convened by the chairperson. Notice of meetingmay be delivered to all directors in the forms of written, email, and fax. If the chairperson is unavailable, the chairperson may appoint one Managing Director as the meeting chairperson. If no director is appointed, the managing directors may elect an acting chairperson among themselves.	The board shall convene board meeting at least once per every quarter and may convene extraordinary board meeting in case of emergency or request by the majority of directors. Unless otherwise stipulated by the laws, the said meeting shall be convened by the chairperson. Notice of meeting may be delivered to all directorsand supervisors in the forms of written, email, and fax. If the chairperson is unavailable, the chairperson may appoint one ManagingDirector as the meeting chairperson. If no director is appointed, the managing directors may elect an actingchairperson amongthemselves.	The term “supervisors” is deleted.
27	General manager and vice general manager should be noticed to sit-in in board meeting without voting right.	Supervisors, general manager and vice general manager should be noticed to sit-in in board meeting without voting right.	The term “supervisors” is deleted.
31	General manager and vice general manager should be noticed to sit-in in managing director’s meeting without voting right.	Resident supervisors, general manager and vice general manager should be noticed to sit-in in managing director’s meeting without voting right.	The term “supervisors” is deleted.
	NIL. （Deleted）	※ Originally Chapter VI Supervisors Article 34 The Bankshall have 2 to 5 supervisors, whose tenure shall be 3 years. Candidate nomination system shall be adopted and repeated tenure is allowed if successfully re-elected. Supervisors shallbe elected by the annual general meeting of shareholdersfrompersons with full capacityand	According toArticle 14 of the Securities and Exchange Act, thepositions of supervisor and articles regarding to supervisors in the Chapters of Incorporation shall be cancelled upon the establishment ofthe Bank’s

Article		Afteramendment	Before amendment	Remark
			in compliance with the standards stipulated by the competent authorities. Election rules shall be first approved bythe annual general meeting of shareholdersbefore implementation. The Bankshall have one resident supervisor, who is to be elected by and among supervisors. Supervisors may sit-in in board meetings. The total shares held by all supervisors may not be less thanthe requirement stipulated by the competent authorities. Article 35 The board of directors is authorized to determine supervisors’ compensation but should be on par with industry standard. Article 36 Supervisors’ duties and authorities: (1) Investigate and review business and financial status. (2) Review accounting papers and budgets. (3) Supervise personnel performance and report illegal and negligent matters. (4) Other duties and authorities stimulated by the laws.	auditcommittee.
34	※ Chapter 6 Manager Article34 The Bankshall have one general manager to generally manage the Bank’s business in accordance with the resolutions of the board…(omitted)		※ Chapter 7 Manager Article 37 The Bankshall have one general manager to generally manage the Bank’s business in accordance with the resolutions of the board…(omitted)	Article sequence adjusted accordingly.

Article	Afteramendment		Before amendment	Remark
37	The Bank’s fiscal year shall begin on January 1 every year and end on December 31 of the same year.The following documents should be produced and reviewed by the board after the end of each fiscal year and submitted to theaudit committee or the CPA retained by it at least 30 days before the Annual General Meeting of Shareholdersand submitted tothe annual general meeting of shareholdersfor approval. With 15 days from the said approval, these documentsshall be submitted to the central competent authority and the Central Bank, and, among which, the balance sheet shall be published: (1) Business Report. (2) Financial statement. (3) Motions about earning distribution or loss offset.	※ Originally Article 40 The Bank’s fiscal year shall begin on January 1 every year and end on December 31 of the same year. The followingdocuments should be produced and reviewed by the board after the end of each fiscal year and submitted to the supervisors or the CPA retained by it at least 30 days before theAnnual General Meeting of Shareholdersand submitted to the annual general meeting of shareholders for approval. With 15 daysfrom the said approval, these documents shall be submitted to the central competent authority and the Central Bank, and, among which, the balance sheet shall be published: (1) Business Report. (2) Financialstatement. (3) Motions about earning distribution or loss offset.		Theterm “supervisors” is deleted to reflectthe Bank’s substituting the supervisors with audit committee.
38-1	If any earning is realized inthe Bank’s annual final accounting, in addition to income tax, the said earning should be used to set off loss, if any, of the previous fiscal, and 30% shall be withheld as statutory surplus reserve, andmay be further withheld forspecial surplus reserve as the laws may allow and the business may require. The remainder, if any, together with the undistributed earningfrom theprevious fiscal shall be	※ Originally Article 41-1 If any earning is realized inthe Bank’s annual final accounting, in addition to income tax, the said earning should be used to set off loss, if any, of the previous fiscal, and 30% shall be withheld as statutory surplus reserve, and may be further withheld forspecial surplus reserve as the laws may allow and the business may require. The remainder,if any,together with the undistributed		(1) According to FSC’s letter ref. no. 1030024244 dated Jul. 3, 2014, which has instructed thatthe Bank’s stock dividend policyshould disclose to the public detailedExplanation of the conditions with which dividendsare distributed and the amount distributed in

Article	Afteramendment	Before amendment	Remark
	distributed as common stock dividend. The remainder, if any, shall be distributed according to the following percentages: (1) When 10% or more for employee bonus is to be givenin the form of stocks, the recipients may include employee of the principle or the subsidiary company and subject to certain conditions stipulated by the board. (2) 0.5% for directors’ compensation. (3) Shareholders’ bonus shall be proposed by the board to the Annual General Meeting of Shareholders for approval. …(omitted)	earning from the previous fiscal shall be distributed as common stock dividend. The remainder, if any,may be reserved partially and then distributed according to the following percentages: (1) 10% or more for employee bonus(excluding the undistributed earning from the previous fiscal). (2) 0.5% for directors’ compensation(excluding the undistributed earning from the previous fiscal). (3) Shareholders’ bonus shall be proposed by the board to the Annual General Meeting of Shareholders for approval. …(omitted)	accordance with the Securities and Futures Bureau’s letters ref. no. Tai-Cai-Zheng (1) 100116 dated Jan. 3, 2000 and ref. no. Tai-Cai-Zheng (1) 00371 dated Feb. 1, 2000. (2) According to Article 235-4 of the Company Act, chapters of incorporation may stipulate the recipients of employee stock option as bonus, and the said recipients may include qualified employee of subsidiary companies, but the bonus for employee of the controlling company does not include cash bonus.
38-3	The method of distribution of employee bonus and director compensation mentioned in Paragraph 1 shall be authorized to and stipulated by the board.	※ Originally Article 41-3 The method of distribution of employee bonus and director and supervisor compensation mentioned in Paragraph 1 shall be authorized to and stipulated by the board.	The term “and supervisor” is deleted.
42	This Chapters of Incorporation is promulgated on Aug. 20, 1990. Below is omitted. Amended for the 19thtime on Jun. 6, 2014. Amended for the 20thtime on Jun. 26, 2015.	※ Originally Article 45 In compliance with Article 14-4 stipulated by the Securities and Exchange Act, the cancellation of supervisors and the regulations concerning	1. Added “Amended for the 20th time on Jun. 26, 2015.” With approval from the annual general meeting of shareholders.

Article	Afteramendment	Before amendment	Remark
		supervisors in this Chapters of Incorporation shall be cancelled on the date of the establishment of the Bank’s audit committee.	2. In compliance with the laws, the Bank has cancelled the regulations concerning supervisors on the date of the establishment of the Bank’s audit committee, and hence the deletion.

Attachment 9: “Procedures for Election of Directors of Union Bank of Taiwan, Ltd.”

Approved in the 18[th] meeting of the 8[th] board on Mar. 18, 2015.

Article 1

This Procedure is provided in accordance with the Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies to elect/appoint directors on fair, just, and open principles.

Article 2

Unless otherwise stipulated by the laws, election/appointment of the Bank’s director shall be governed by this Procedure.

Article 3

Election/appointment of the Bank’s director shall consider the overall balance of the board, which should consists of members from diversified backgrounds and establish adequate diversification policy according to its operation, business types, and development requirements, including but not limited to the 2 major standards below:

Basic criteria and values: Gender, age, nationality, and culture.
Professional knowledge and skill: Professional background (e.g. laws, accounting, industry, finance, marketing, or technology), professional skill, and industry experience.

The members of the board should generally process the knowledge, skill, and quality required for executing their duties, and should process the following general expertise:

Sound judgment
Accounting and financial analysis
Operational management
Crisis handling
Industry knowledge
International market insight
Leadership
Decision-making

More than half of the directors may not be in the relation of spouse or class two or closer relatives.

The representative assigned by the corporate director of the Bank must qualify the Bank’s professional requirement and should not change without due consideration.

The board of the Bank should consider adjusting its profile according to the result of performance appraisal.

Article 4

The qualification and election/appointment of the Bank’s independent directors should comply with the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies and the Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies.

Article 5

Election of the Bank’s directors shall comply with Article 192-1 of the Company Act regarding to the candidate nomination procedure and scrutiny of the qualification, academic and professional credential of director candidates and restrictions stipulated

in Article 30 of the Company Act, and may not requirement of proof of other qualification. The Bank should also submit the review result to the shareholders as reference in order to select directors with competency.

Election of replacement directors shall be conducted in the next shareholders’ meeting if certain directors are being relieved and the number of director thus become less than 5. However, the said election shall be conducted within 60 days from the de facto happening of the situation if the shortage of director reaches one-third of the seats of director as required by the Chapters of Incorporation.

The said election should be conducted in the next shareholders’ meeting of the number of independent director falls below the requirement stipulated in the proviso of Article 14-2-1 of the Securities and Exchange Act or the Taiwan Stock Exchange Corporation Rules Governing Review of Securities Listings. An extraordinary shareholders’ meeting shall be convened and an election of replacement directors should be conducted within 60 days from the de facto happening of the situation that all independent directors are being relieved.

Article 6

Election of the Bank’s directors shall adopt accumulated votes; each share shall have as many voting rights as the number of directors to be elected and the voting rights may be voted to one or several candidates.

Article 7

The board should prepare ballots at a quantity same as the number of directors to be elected, and the number of share should be stated on the ballots. The ballots shall be distributed to the shareholders present at the meeting. The names of the voting shareholders to be stated on the ballots may be replaced by the attendee badge number.

Article 8

Director quota stipulated in the Bank’s Chapter of Incorporation shall be applicable separately on independent and non-independent directors. The result of election shall be determined by the number of voting shares won by the respective candidates, and candidates winning the highest number of voting shall be elected until the said quota is exhausted. In the case that two or more candidates have won the same number of voting shares, a draw among them shall determine the winner. If one of the drawing candidate is not present at the meeting, the presiding chairperson shall draw on behalf of the said candidate.

Article 9

The presiding chairperson shall appoint several shareholders as the scrutineers and vote counters prior to the start of election. The ballot box shall be prepared by the board and examined before voting by the scrutineers.

Article 10

In the case that a candidate is also a shareholders, the voters shall specify the account name or shareholder’s account number of the said candidate in the respective candidate column on the ballot. In the case that a candidate is not a shareholder, the voters shall specify the name and ID number of the said candidate. In the case that a candidate is a government or corporate shareholder, the voters shall specify the name of the government or corporate shareholder or the names of the government or corporate shareholder and its representative. In the case that a candidate has more than one representative, all names of the said representatives should be specified.

Article 11

A ballot shall be null and void if any of the followings apply to the ballot:

The ballot is not issued by the board;
The ballot casted into the ballot box is blank;
The handwriting on the ballot is beyond recognizable or has been modified;
The account name and shareholder’s account number do not match with the same registered on shareholder list of the candidate specified on the ballot is a shareholder, or the name and ID number do not match if the candidate specified on the ballot is not a shareholder.;
Additional writing other than the candidate’s account name and shareholder’s account number or name and ID number and voting shares is found on the ballot; and
The ballot voted for a candidate who has the same name as other candidates fails to specify the candidate’s shareholder’s account number of ID number for sufficient identification.

Article 12

The ballots shall be announced immediately after the voting, and the presiding chairperson shall announce the voting result and the winning directors’ roster and their respective winning shares.

The ballots after the election shall be signed and sealed by the scrutineers and kept in safety for at least one year or until the end of a legal proceeding, if any, pursued by a shareholder in accordance with Article 189 of the Company Act.

Article 13

The board of the Bank shall issue notice of winning election to the elected directors.

Article 14

This Procedure is promulgated with the approval from the annual general meeting of shareholders, and its amendment shall follow the same.

Part Three: Appendix

1: Rules of Procedures for Shareholders Meetings, Union Bank of Taiwan, Ltd.

Established in Dec. 10, 1991 Amended in Shareholders’ Meeting on Apr. 20, 1998 Amended in Shareholders’ Meeting on Apr. 23, 2010 Amended in Shareholders’ Meeting on Jun. 22, 2012

In order to establish the Bank’s good shareholders governance system and fulfill supervision and management functions, these Rules are provided in accordance with Article 11 of the Banking Industry Corporate Governance Principles.
Unless otherwise stipulated by the laws and the Bank’s Chapters of Incorporation, the Bank’s Rules of Procedure for Shareholders Meetings shall be governed by these Rules.
Unless otherwise stipulated by the laws, the Bank’s shareholders’ meeting shall be convened by the board.
To convene an Annual General Meeting of Shareholders, a notice of meeting shall be delivered to all shareholders at least 30 days in advance. Notice for shareholders bearing less than 1000 registered shares may be substituted with notice made to the Market Observation Post System at least 30 days in advance. To convene an extraordinary shareholders’ meeting, a notice of meeting shall be delivered to all shareholders at least 15 days in advance. Notice for shareholders bearing less than 1000 registered shares may be substituted with notice made to the Market Observation Post System at least 15 days in advance. Notice and public announcement should specify the purpose for convening the meeting. If agreed by the recipient, electronic means are allowed.

Election or dismissal of director or supervisor, amendment of chapters of incorporation, company dissolve, merger, or division, and issues concerning Article 185-1 of the Company Act, and Articles 26-1 and 43-6 of the Securities and Exchange Act shall be specified in the notice and may not be proposed in the meeting as motions from the floor.

A proxy authorized by a shareholder may attend shareholders’ meeting by presenting the letter of power of attorney prepared by the Bank specifying the scope of authorization.

One shareholder may have one proxy with one letter of power of attorney delivered to the Bank 5 days in advance. The earliest letter of power of attorney delivered shall prevail any later one, unless otherwise a notice of cancellation to cancel the earlier letter of power of attorney delivered is provided.

A shareholder having delivered a letter of power of attorney but later wishes to attend the meeting in person instead should deliver a written notice to cancel the said letter to the Bank 2 days before the meeting; the authorized proxy may attend

the meeting and exercise the shareholder’s rights if the said deadline is not met.

The location of a shareholders’ meeting shall be the location of the Bank or a place convenient for shareholders and ideal for holding the meeting. The start time of the meeting may not be earlier than 9 AM or later than 3 PM.
The Bank shall prepare a sign-in sheet for the shareholder or its proxy (the shareholder) to sign in. Signing-in may be substituted with a sign-in card presented by the shareholder.

The Bank shall distribute the meeting agenda, annual report, attendee badge, motion sheet, voting ballot, and other meeting material to the shareholders present at the meeting. Election ballot should be distributed if the meeting concerns election of director or supervisor.

Shareholders should present attendee badge, sign-in card, or other attendee’s ID to attend the meeting. Shareholders seeking for letter of power of attorney should prepare personal ID for identification purpose.

A government or corporate shareholder may have more than one representative to attend the meeting. A corporate being authorized by a shareholder to attend the meeting may have only one representative to attend the meeting.

A shareholders’ meeting convened by the board shall be presided by the chairperson of the board. If the chairperson of the board is unavailable due to leave or other cause, the vice chairperson shall preside the meeting. If there is no vice chairperson or the vice chairperson is unavailable due to leave or other cause, the chairperson shall appoint one of the managing directors to preside the meeting. If there is no managing director, a director shall be appointed. If the chairperson fails to appoint a presiding chairperson for the meeting, a presiding chairperson shall be appointed among and by the managing directors or the directors.

It is advisable that more than half of the directors should attend a shareholders’ meeting convened by the board.

The annual general meeting of shareholders convened by a shareholder shall be presided by the same convening shareholder. In the case that there are more than one convening shareholders, a presiding chairperson shall be appointed among and by the said shareholders.

The Bank may assign an authorized attorney at laws, accountant, or other concerning personnel to attend a shareholders’ meeting.

The Bank shall record audio and video of the entire process of shareholders’ meeting and keep in archive for at least one year. If a legal proceeding has been initiated by shareholders in accordance with Article 189 of the Company Act, the said recordings shall be kept until the said proceeding has been concluded.
The attendance of a shareholders’ meeting shall be determined by the shares present at the meeting according to the sign-in sheet or sign-in card, plus the shares of which rights are exercised in written or electronic form.

The presiding chairperson shall announce the beginning of a shareholders’ meeting at the meeting start time. However, the presiding chairperson may postponed the meeting if the shareholders representing more than half of outstanding shares have not yet arrived for the meeting. The said postponement is limited to two times, and the total length of postponement may not exceed one hour. The presiding chairperson shall announce cancellation of the meeting if the shareholders present

at the meeting represent less than one-third of the outstanding shares after two postpones.

If shareholders present at the meeting represent one-third or more of the outstanding shares after two postpones, tentative resolutions may be made according to Article 175-1 of the Company Act, and notice of the said tentative resolutions shall be delivered to all shareholders, and the annual general meeting of shareholders shall be re-convened within one month.

If the required majority of quorum is satisfied before the meeting is concluded, the presiding chairperson may propose re-voting for any tentative resolution made according to Article 174 of the Company Act.

The agenda of a shareholders’ meeting shall be determined by the board if the meeting is convened by the board. Unless otherwise change of agenda is determined by the annual general meeting of shareholders, the meeting shall proceed according to the pre-defined agenda.

The previous Paragraph shall apply to shareholders’ meeting convened by other eligible shareholders.

Unless otherwise determined in the meeting, the presiding chairperson may not declare the end of the meeting before the pre-defined agenda (including motions from the floor) has been concluded. Other directors of the board should immediately assist shareholders present at the meeting to elect a replacement presiding chairperson with the majority of the shares present at the meeting according to the procedure required by the laws and continue the meeting if the presiding chairperson violates the rules of meeting by illegally declaring conclusion of the meeting.

The presiding chairperson shall allow opportunity to fully explain and discuss the agenda and amendment motions or motions from the floor proposed by shareholders, and may declare end of discussion and proceed to voting at the chairperson’s discretion.

A shareholder should fill out a comment sheet specifying the subject, shareholder’s account number (or attendee badge number), and account name first, and the presiding chairperson will determine the order or comment.

A shareholder having submitted a comment sheet but does not stand on the floor to express comment shall be regarded as no comment. The comment made on the floor shall prevail over the comment intended on the comment sheet if contradiction exists between the two.

A shareholder is limited to stand on the floor and make comment for no more than two times on one subject and 5 minutes is allowed for each time, or the presiding chairperson may suspend the comment.

A corporate shareholder having two or more representatives attending shareholders’ meeting may have only one representative to comment on one subject. The presiding chairperson may answer or appoint a concerned person to answer the comment.

Resolution in a shareholders’ meeting shall be determined based on shares voted.

Shares owned by shareholders without voting right do not count toward the total number of outstanding shares.

Shareholders whose interest may conflict with the Bank’s interest may not vote for

the subject concerned in the meeting and may not vote for the same on behalf of other shareholders.

The shares with voting rights forbidden in accordance with the previous Paragraph do not count as shares with voting rights present at the meeting.

A person representing two or more shareholders at the same time may vote with voting shares no more than 3 percent of total outstanding shares and any share with voting rights beyond 3 percent do not count, unless otherwise the person is a trust or a stock agency permitted by the competent authority of securities.

A shareholder not being subject to any restriction or not having any voting right shall have one voting right per each share owned.

Voting rights may be exercised in written or electronic form in a shareholders’’ meeting convened by the Bank, and the voting method of said form should be specified in the respective notice of meeting. Shareholders voting in written or electronic form shall be regarded as present at the meeting in person and volunteered to forfeit the rights concerning motion from the floor and amendment of the agenda of the same meeting.

Voting rights exercised in written or electronic form as mentioned in above shall require delivery of notice to the Bank at least 2 days before the meeting. In the case more than one notice is delivered, the one first delivered shall prevail over the later one unless otherwise a notice of cancellation of the earlier one is also delivered.

A shareholder having delivered a notice to exercise voting right in written of electronic form but wishes to attend the meeting in person shall deliver a notice 2 days before the meeting to cancel the previous notice of exercising right using the method same as the method with which the voting right is to be exercised. If the deadline is not met, the voting rights shall be exercised in written or electronic form. Exercising voting right in written or electronic form via proxy with letter of power of attorney to attend the meting

The voting right exercised by a proxy of a shareholder who wishes to exercise voting right in written or electronic form but still authorizes a proxy at a same time with a letter of power of attorney to attend the meeting.

Unless otherwise stipulated by the Company Act and the Bank’s Chapter of Incorporation, the voting of a motion shall require approval from the majority of the voting rights of the shareholders present at the meeting. When voting, the presiding chairperson or the assigned personnel shall declares the total number of rights voted for each motion.

A resolution achieved after the presiding chairperson having asked for any objection from the shareholders and no such objection is risen by the shareholders shall be regarded as approved, and the resolution shall have the same effect as approved by voting. If any objection is risen, voting shall adopted in accordance with the previous paragraph.

If a motion already has other amendment or a substitute motion, the presiding chairperson may determine the order of voting, and if one motion is approved, then the other motions hereto shall be regarded as rejected and require no further voting.

The scrutineer and ballot counting person shall be assigned by the presiding chairperson, but the scrutineer should be shareholder.

Vote counting shall be conducted within the meeting venue, and the result shall be

announced on site and recorded in meeting minutes.

The Bank’s rules for election shall apply of election of director and supervisor is conducted in a shareholders’ meeting. The result shall be announced immediately on site.
The ballots after the election abovementioned shall be signed and sealed by the scrutineers and kept in safety for at least one year or until the end of a legal proceeding, if any, pursued by a shareholder in accordance with Article 189 of the Company Act.
All resolutions in a shareholder’s meeting shall be recorded in the meeting minutes, which is to be affixed with the presiding chairperson’s signature or stamp seal and distributed among all shareholders within 20 days after the meeting. The meeting records may be made in electronic form.

The distribution of meeting minutes abovementioned may be substituted by announcement made on the Market Observation Post System.

Meeting minutes shall faithfully state the date, venue, name of presiding chairperson, resolution method, meeting process, and meeting conclusions, and shall be kept as long as the Bank exists.

A resolution achieved abovementioned after the presiding chairperson having asked for opinions from the shareholders and no objection is risen by the shareholders shall be stated in the meeting minutes that “The presiding chairperson has asked if any objection and the shareholders approved unanimously.” However, if any objection against a motion is raised by a shareholder, then voting by ballot shall be adopted, and the voting rights voted and ratio shall be recorded.

The Bank shall produce a statistic in accordance with required format for the share numbers under proxy and the share numbers of each authorized proxy, and disclose within the venue of shareholders’ meeting on the same date of the said meeting.

The resolutions of the annual general meeting of shareholders having the nature of critical information stipulated by the laws and the regulations stipulated by TWSE shall be uploaded to the Market Observation Post System by the Bank within given deadline.

Official staff handling shareholders’ meeting affairs shall wear ID or arm badge.

The presiding chairperson shall direct security guards to maintain order of the meeting. The said security guard assisting with order maintenance on site shall wear arm badge or ID inscribed with “Security”.

If the venue is equipped with PA system and a shareholder speaks through equipment not provided by the Bank, the presiding chairperson may stop the said shareholder.

A shareholder violating the rules of meeting, disobeying the presiding chairperson’s order, interfering with the proceeding of the meeting, and resisting correction, may be escorted out of the meeting venue by security guards under the order of the presiding chairperson.

The presiding chairperson may announce recess as needed during the meeting. The presiding chairperson may rule to suspend the meeting until further announcement of resuming the meeting if an incident beyond control happens.

If the meeting venue does not allow further use before the pre-defined agenda is

concluded (including motions from the floor), the annual general meeting of shareholders may determine to seek for another venue and continue the meeting.

According to Article 182 of the Company Act, the annual general meeting of shareholders may postpone for 5 days or continue.

These Principles’ promulgation have been approved by the annual general meeting of shareholders; its amendment shall follow the same.

2. Articles of Incorporation of Union Bank of Taiwan, Ltd.

Chapter 1: General Principles

Article 1 Union Bank of Taiwan., Ltd. (the Bank) is established in accordance with the Company Act and Banking Act and is named as the Union Bank of Taiwan.
Article 2 The Bank shall have its headquarters in Taipei City and may establish domestic and/or foreign branch banks or offices as business may require. The establishment, shut down, or change of branch banks or offices abovementioned shall require approval of the board and the competent authority.
Article 3 The announcements of the Bank shall be made in conformity with the provisions of the relevant laws and regulations or may be published in a daily newspaperin the city where the headquarters of the company is located.

Chapter 2: Shares

Article 4 The authorized capital of the Bank is NT$ 30 billion, which is divided into 3 billion shares with a par value of NT$ 10 per share. The shares include common stock and special stock and are issued separately in batches.

The depository and clearing institute may request to consolidate outstanding shares abovementioned into large amount security.

Article 5 All of the Bank’s shares are registered share and require affixing of signatures or stamp seals from the president and at least two managing directors and attest as the laws may require before their issuance. The registered shares issued by the Bank are not required to have stock printed, where registration or safekeeping at the depository and clearing institute is required.
Article 6 The Bank’s dividend shall bear fixed annual interest of 6%, and the principal capital may not be used as interest payment if no profit is realized.
Article 7 The Bank’s shares solely or jointly owned by one shareholder or the same concerned party shall be reported or require approval according to the Banking Act. The shares not reported or approved do not have voting right and shall be subject to the disposal before a deadline given by the competent authority.

Issues not covered in the previous paragraph shall be governed by the applicable regulations stipulated by the competent authority.

Article 8 Matters pertaining to the Bank’s shares shall comply with the Regulations Governing the Administration of Shareholder Services of Public Companies stipulated by the competent authority.
Article 9 Registration of assign of shares by shareholders shall be suspended within 60 days from the start of Annual General Meeting of Shareholders, or 30 days from the start of extraordinary shareholders’ meeting, or 5 days from the dividend bonus distribution date.

The periods abovementioned shall be based on the meeting start date or record date.

Chapter 3: Business

Article 10 The industry code of the Bank is H101021 Commercial banking.

Chapter 4: Shareholders’ meeting

Article 11 The Banks shareholders’ meetings include general and extraordinary shareholders’ meetings. Annual General Meeting of Shareholders is held once per year within 6 months from the end of each fiscal year and extraordinary shareholders’ meeting is held as necessary and in compliance with the laws.

Convening of an Annual General Meeting of Shareholders shall deliver notice to all shareholders 30 days in advance; convening of an extraordinary shareholders’ meeting shall deliver notice 15 days in advance. The said notice to shareholder owning less than 1000 registered shares may be substituted with public announcement.

The notice and announcement shall state the purpose of meeting, and notice may be delivered in electronic from with the approval from the recipients/

Article 12 According to the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, the Bank’s shareholders unavailable to attend shareholders’ meeting in person may authorize a proxy to attend the meeting with a letter of power of attorney prepared by the Bank and specify the scope of authorization on the said letter.
Article 13 The President of the Bank shall be the presiding chairperson of shareholders’ meeting. If the president is not available, the president shall assign a managing director as proxy. If the president does not assign a proxy, a presiding chairperson shall be determined among and by the managing directors.

Shareholders’ meeting convened by eligible convener other than the board shall be presided by the said convener. In case of two or more conveners, they shall nominate and appoint one among themselves to preside at the meeting.

Article 14 Unless voting right is excluded in accordance with Article 170 of the Company Act, shareholders of the Bank shall have one voting right per each share owned.
Article 15 Shareholders’ meeting’s resolutions and executions:
(1) Amendments of the Bank’s Chapters of Incorporation
(2) Capital increase and decrease.
(3) Elections of directors and supervisors.
(4) Review and recognize the statements submitted by the board and the review reports submitted by the supervisors. Shareholders’ meeting may assign reviewer to review the said statements and reports.
(5) Distributions of earnings, dividends, and bonus.
(6) Other issues stipulated by the Company Act.
Article 16 Unless otherwise stipulated by the laws, a resolution of a shareholders’ meeting shall require attendance of the shareholders representing the majority of the outstanding shares and approval from the majority of the voting shares present at the meeting.

If shareholders present at the meeting represent one-third or more of the outstanding shares, tentative resolutions may be made and notice of the said tentative resolutions shall be delivered to all shareholders, and the annual general meeting of shareholders shall be re-convened within one month.

The tentative resolution made in a shareholders’ meeting in which shareholders representing more than one-third of the outstanding shares are present at the meeting, and the majority of the voting right present at the meeting approves,

the said tentative resolution shall regarded as the resolution mentioned in Paragraph 1.

Article 17 Resolution achieved in a shareholders’ meeting shall be recorded in the meeting minutes, which is to be affixed with the signature or stamp seal of the presiding chairperson and distributed to all shareholders within 20 days from the end of the meeting. Delivery in electronic form is allowed.

The distribution of meeting minutes abovementioned may be substituted with public announcement.

Meeting minutes shall faithfully state the date, venue, name of presiding chairperson, resolution method, meeting process, and meeting conclusions, and shall be kept with sign-in sheet and letters of power of attorney issued by shareholders.

Chapter 5: Board of Directors

Article 18 The Bank shall have 9 to 15 directors, whose each term shall be 3 years. Candidate nomination system shall be adopted and repeated tenure is allowed if successfully re-elected. The annual general meeting of shareholders is to elect from the roster of director candidates in compliance with the election standard stipulated by the competent authority. The rules of election shall be proposed by the board and approved by the annual general meeting of shareholders before promulgation.

The total shares held by all directors abovementioned may not be less than the minimum requirement stipulated by the competent authority.

Article 18-1 The quota of the Bank’s directors shall include at least 2 independent directors, of which the percentage may not be less than one-fifth. Candidate nomination system shall be adopted and shareholders are to elect from the rosters of independent directors.

The professional qualification, shares held, concurrent post, election method, and other requirements of independent directors shall comply with the rules stipulated by the competent authority.

Starting from the 9th term of the board of the Bank, an audit committee is to be established and consists all by independent directors with no less than 3, among which 1 shall be the convener and at least one shall process accounting or finance expertise. The duties, organization rules, performance of duty, and other obligations of the audit committee shall comply with the governing laws and the Bank’s Chapters of Incorporation.

Article 19 A replacement election shall be conducted within 60 days if the shortage of director reaches one-third of the seats of director, and the elected replacement directors’ tenure shall be limited to the remaining tenure of the directors to be replaced.
Article 20 A board meeting shall require an attendance of more than two-third of the directors. 3 to 5 managing directors are to be elected among and by the directors present at the meeting. President representing the Bank is to be elected among and by the managing directors in a meeting with an attendance of more than two-third of the managing directors and approval from the majority of the managing directors present at the meeting.

Among the managing directors, the number of independent director may not be

less than 1 and may not be less than one-fifth of the number of the seats of managing directors.

Article 21 The board is authorized to pay the president, managing directors, and directors compensation on par with industry standard regardless of profit or loss.

Article 22 Scope of duties of the board:

(1) Review on major rules and principles

(2) Review on major businesses and their plans
(3) Determine on capital increase or decrease
(4) Determine the establishment, shut-down, or change of all units of the Bank

(5) Review on important contracts

(6) Determine budgets
(7) Determine real estate transaction
(8) Determine distribution of earning
(9) Determine employment of managers and key employee
(10) Discuss issues given by the president
(11) Other duties given in accordance with the laws and the annual general meeting of shareholders.
Article 23 Unless otherwise stipulated by the laws, the board meeting shall be held at least once per every quarter and an ad hoc meeting may be convened in case of emergency or requested by the majority of the directors.

Unless otherwise stipulated by the laws, the board shall convene board meeting at least once per every quarter and may convene extraordinary board meeting in case of emergency or request by the majority of directors.

The said meeting shall be convened by the chairperson. Notice of meeting may be delivered to all directors and supervisors in the forms of written, email, and fax. If the chairperson is unavailable, the chairperson may appoint one Managing Director as the meeting chairperson. If no director is appointed, the managing directors may elect an acting chairperson among themselves.

Article 24 The president unavailable for board meeting may appoint other director as proxy if a letter of power of attorney is provided and the scope of authorization is specified. The appointment of the said proxy is limited to one director only. Directors attending a board meeting conducted via video conference shall be regarded present at the meeting in person.
Article 25 Unless otherwise stipulated by the laws, the resolution of board meeting shall require an attendance of the majority of the directors and the approval of the majority of the directors present at the meeting.

Directors involving in conflict of interest concerning the agenda of the meeting shall explain the said conflict in the same meeting.

Article 26 The process of a board meeting shall be recorded in a meeting minute, on which affixing signature or stamp seal of the presiding chairperson is required, and the meeting minute shall be distributed to all directors within 20 days from the end of the meeting. Meeting minutes shall faithfully state the date, venue, name of presiding chairperson, resolution method, meeting process, and meeting conclusions, and shall be kept in archive along with the sign-in sheet and letters of power of attorney.

The making, distribution, and archive of the meeting minute may be done in

electronic form.

Article 27 Supervisors, general manager and vice general manager should be noticed to sit-in in board meeting without voting right.
Article 28 The managing directors shall perform the duties of the board through meetings (except the matters involving major interests of the Bank) during the recess period of the board in accordance with the laws, this Chapters of Incorporation, and shareholders’ meeting’s resolutions, and the delegation authorized by the board meeting’s resolutions.
Article 29 The president of the board may convene managing directors meeting at any given time and the president shall be the presiding chairperson. If the president is unavailable, the chairperson may appoint one director as proxy. If no proxy is appointed, a proxy is to be selected among and by the managing directors.
Article 30 Unless otherwise stipulated by the laws, resolutions of managing directors meeting shall require an attendance of the majority of the managing directors and approval from the majority of the managing directors present at the meeting. The Meeting minute shall require affixing signature or stamp seal of the presiding chairperson.
Article 31 Resident supervisors, general manager and vice general manager should be notified to sit-in in managing director’s meeting without voting right.
Article 32 The Bank has audit unit in place under the board and a general auditor, a position equivalent to vice general manager and concurrent position in conflict or compromising the duties of audit is not allowed, is placed in charge of the unit to generally supervise audit operation with independent and neutral principles.

The employment, dismissal, or transfer of general auditor shall require approvals from more than two-third of the directors and the competent authority.

Article 33 In order to preserve good functions in decision-making and management, the Bank may establish an audit committee, compensation committee, and other functional committees with the scale of the board and number of independent directors taken into consideration.

The performance of duties and other legal compliance for all functional committees shall be subject to the governing laws and the Bank’s regulations.

Chapter 6: Supervisors

Article 34 The Bank shall have 2 to 5 supervisors, whose tenure shall be 3 years. Candidate nomination system shall be adopted and repeated tenure is allowed if successfully re-elected. Supervisors shall be elected by the annual general meeting of shareholders from persons with full capacity and in compliance with the standards stipulated by the competent authorities. Election rules shall be first approved by the annual general meeting of shareholders before implementation.

The Bank shall have one resident supervisor, who is to be elected by and among supervisors. Supervisors may sit-in in board meetings.

The total shares held by all supervisors may not be less than the requirement stipulated by the competent authorities.

Article 35 The board of directors is authorized to determine supervisors’ compensation but should be on par with industry standard.

Article 36 Supervisors’ duties and authorities:

(1) Investigate and review business and financial status.
(2) Review accounting papers and budgets.
(3) Supervise personnel performance and report illegal and negligent matters.
(4) Other duties and authorities stipulated by the laws.

Chapter 7: Managers

Article 37 The Bank shall have one general manager to generally manage the Bank’s business in accordance with the resolutions of the board, and several vice general managers, managers, deputy managers to generally assist the general manager with the Bank’s business. The commission and dismissal of, and compensation for general manager, vice general managers, associate directors, managers, and deputy managers shall be reported to and require approval from the majority of the directors.
Article 38 When the general manager is unavailable for performing duties, the president may appoint one vice general manager as the acting general manager.
Article 39 When required by business, general manager may request the president to hire a CPA as accounting consultant and an attorney at laws as legal consultant, or an expert savvy in our industry as the Bank’s consultant.

Chapter 8: Accounting

Article 40 The Bank’s fiscal year shall begin on Jan. 1 every year and end on Dec. 31 of the same year. After the end of a fiscal year, the following documents should be produced and submitted to the board for review, after which submitted to the supervisors or the CPA hired for audit 30 days before the start of Annual General Meeting of Shareholders, and finally submitted to the annual general meeting of shareholders for ratification. The said documents shall be submitted to the competent authority and the Central Bank as reference within 15 days after ratification by the Annual General Meeting of Shareholders, and the Balance Sheet shall be published.
(1) Business Report
(2) Financial statements
(3) Motions to distribute earning or loss
Article 41 If any earning is realized in the Bank’s annual final accounting, in addition to income tax, the said earning should be used to set off loss, if any, of the previous fiscal, and 30% shall be withheld as statutory surplus reserve, and may be further withheld for special surplus reserve as the laws may allow and the business may require. The remainder, if any, together with the undistributed earnings from the previous fiscal shall be distributed as common stock dividend. The remainder, if any, may be reserved partially and then distributed according to the following percentages:
(1) 10% or more for employee bonus (excluding the undistributed earnings from the previous fiscal).
(2) 0.5% for directors’ compensation (excluding the undistributed earnings from the previous fiscal).
(3) Shareholders’ bonus shall be proposed by the board to the Annual General Meeting of Shareholders for approval.

The type of distributed dividend and shareholders’ bonus mentioned in Paragraph 1 may be distributed in cash or shares subject to the board ‘s decision with the current financial environment, future profit prospect, and the Bank’s capital planning taken into consideration. Basically, if the Bank’s own capital and risk asset ratio is lower than the percentage stipulated by the competent authority plus 1 percent, then the share dividend may be the preferred option. However, if the statutory surplus reserve is not yet matching with the total capital, the highest cash earning distribution may not exceed 15% of total capital.

The board is authorized to determine the methods of employee bonus and directors/supervisors compensation mentioned in Paragraph 1.

Article 42 The withhold of the current period may be called off if the statutory surplus reserve has matched with the capital.

Chapter 9: Miscellaneous

Article 43 The organization rules of the Bank’s units, the duties charts, and other regulations shall be stipulated by the board.

Article 44 Issues not covered in this Chapters of Incorporation shall be governed by the Banking Act, Company Act, and other governing laws.

Article 45 This Chapters of Incorporation is established on Aug. 20, 1990. First amendment on Apr. 24, 1993. Second amendment on Apr. 12, 1995. Third amendment on Apr. 23, 1996. Fourth amendment on Apr. 18, 1997. Fifth amendment on Apr. 20, 1998. Sixth amendment on May 3, 1999. Seventh amendment on May 10, 2000. Eighth amendment on Apr. 19, 2001. Ninth amendment on Jun. 17, 2002. Tenth amendment on May 27, 2003. Eleventh amendment on Jun. 11, 2004. Twelfth amendment on Jun. 9, 2006. Thirteenth amendment on Jun. 15, 2007. Fourteenth amendment on Jun. 13, 2008. Fifteenth amendment on Jun. 19, 2009. Sixteenth amendment on Apr. 23, 2010. Seventeenth amendment on Jun. 9, 2011. Eighteenth amendment on Jun. 22, 2012. Nineteenth amendment on Jun. 6, 2014.

In compliance with Article 14-4 of the Securities and Exchange Act, the Bank’s positions of supervisors and the articles regarding to supervisors in this Chapters of Incorporation shall be cancelled upon the establishment of audit committee.

3. Rules for Director Elections, Union Bank of Taiwan, Ltd.

Established on Dec. 10, 1991 Amended on Jun. 17, 2002 Amended on Jun. 13, 2008 Amended on Jun. 6, 2014

Unless otherwise stipulated by the Company Act, Standards Governing the Establishment of Commercial Banks, the Bank’s Chapter of Incorporation, and other governing laws, the election of the Bank’s directors shall be governed by this Rules.
All shareholders of the Bank shall be entitled to director voting. An adult with full capacity may be elected as director of the Bank.
Election of directors at the Bank shall adopt single registration with accumulated voting. Each share shall have the number of voting right equal to the number of directors to be elected, and the said rights may be voted for one or several candidates. The name registration of the voters may be substituted by the attendee badge number printed on the ballot.

Director election at the Bank adopts candidate nomination method.

Elections of independent directors and non-independent directors shall be conducted at the same time but the quotas shall be counted separately.

The presiding chairperson shall appoint several scrutineers and ballot counters at the start of election to handle the election matters.
The board shall prepare a ballot box, which is to be examined openly by the scrutineer before voting.
According to the quota stipulated by the Bank’s Chapter of Incorporation and Article 9 of the Regulations Governing Qualification Requirements and Concurrent Serving Restrictions and Matters for Compliance by the Responsible Persons of Banks, the seats of independent directors and non-independent directors shall be won by the candidates according to the shares they have won in the order of number of shares won until the seat quota is exhausted.

A corporate shareholder may assign one or more representatives and may be elected as director.

In the case that two or more candidates have won the same number of voting shares, a draw among them shall determine the winner. If one of the drawing candidate is not present at the meeting, the presiding chairperson shall draw on behalf of the said candidate.

The board shall produce and distribute ballots according to the director election quota and state the voters’ attendee badge number and number of voting right.
In the case that an individual candidate is also a shareholders, the voters shall specify the account name or shareholder’s account number of the said candidate in the respective candidate column on the ballot. In the case that a candidate is not a shareholder, the voters shall specify the name and ID number of the said candidate. In the case that a candidate is a government or corporate shareholder, the voters shall specify the name of the government or corporate shareholder or the names of

the government or corporate shareholder and its representative. In the case that a candidate has more than one representative, all names of the said representatives should be specified.

A ballot shall be null and void if any of the followings apply to the ballot:
The ballot is not issued by the board;
The ballot casted into the ballot box is blank;
The ballot is not casted into the ballot box;
Two or more candidates are being voted for on the same ballot;
The handwriting on the ballot is beyond recognizable or has been modified;
The hand writing on the ballot is beyond recognizable;
Additional writing other than the candidate’s account name and shareholder’s account number or name and ID number and voting shares is found on the ballot;
The account name and shareholder’s account number do not match with the same registered on shareholder list of the candidate specified on the ballot is a shareholder, or the name and ID number do not match if the candidate specified on the ballot is not a shareholder.;
The ballot voted for a candidate who has the same name as other candidates fails to specify the candidate’s shareholder’s account number of ID number for sufficient identification; and
The ballots shall be announced immediately after the voting, and the presiding chairperson shall announce the voting result and the winning directors’ roster and their respective winning shares.
The board of the Bank shall issue notice of winning election to the elected directors.
These Rules are promulgated with the approval from the annual general meeting of shareholders, and its amendment shall follow the same.

4. The Impact of Stock Dividend Issuance on Business Performance, EPS and ROE

The Bank has not announced 2015 Pro Forma Financial Statement, therefore unable to estimate profit/loss, EPS, or pro forma earnings.

5. Current Shareholding of Directors and Supervisors

According to Article 26 of the Securities and Exchange Act and Regulations Governing Listed Company’s Directors’ and Supervisors’ Share-holding and Audition:

(1) The shares held by our Company’s non independent directors as an eternity may not be less than 58,822,335 outstanding shares.

(2) The shares held by our Company’s non independent supervisors as an eternity may not be less than 5,882,233 outstanding shares.

2.As of the no-transaction date applicable to our Company’s directors and supervisors for this shareholders’ meeting, the registered shares held by shareholders are summarized below:

Job title	Name	Common share	Percentage
Chairperson	Lee, Shiang-Chang	1,273,528	0.05%
Managing Director (independent director)	Wang, Kao-Jing	-	0.00%
Managing Director	Chen-Chern Investment Co., (Representative: Jiang, Zhen-Xong)	117,952,491	4.81%
Director	Union Enterprise Construction Co., Ltd. (Representative: Lin,Jeff)	85,755,684	3.49%
Director	Lee, Yu-Quan	3,319,828	0.13%
Director	Chen-Chern Investment Co., (Representative: Lai, Yao-Nan)	-	-
Director	Yu-Pang Co., Ltd. (Representative: Tsao, Sue-Feng)	35,823,584	1.46%
Director	Chi-Shun Investment Co., Ltd (Representative: Liu, Jin-Fu)	89,135,105	3.63%
Independent director	Lu, Zen-Fa	-	0.00%
Shares held by all non independent directors		333,260,220	13.59%
Resident supervisor	Pao-Shing Investment Co., Ltd. (Representative: Wang, Jia-Yi)	85,815,817	3.50%
Supervisor	Pao-Shing Investment Co., Ltd. (Representative: Lin, Zhen-Lu)
Supervisor	Pi-Sheng Investment Co., Ltd. (Representative: Lin, Si-Yong)	125,454,092	5.11%
Shares held by all supervisors		211,269,909	8.61%
Shares held by all non independent directors and supervisors		544,530,629	22.21%

Note：The date of annual general meeting of shareholders is Jun. 26, 2015 (no-transaction period begins on Apr. 28, 2015 and ends on Jun. 26, 2015.)

Capital share: 2,450,930,628 shares

Mandarin Chinese version shall prevail if any inconsistency exists in English version.

AI assistant

UBOT — AGM Information 2015

52203_rns_2015-07-28_f3917abb-e522-4ae9-b571-30f21fe31ba3.pdf

Union Bank of Taiwan, Ltd.

Handbook for the

2015 Annual General Meeting of Shareholders

Part One: Meeting Agenda

Agenda of 2015 Annual General Meeting of Shareholders Union Bank of Taiwan, Ltd. (the “Bank”)

I. Management Presentations

Subject 1 ： Fiscal Year 2014 business Report

Subject 2 ： Supervisors’ Review Report on Fiscal Year 2014 Financial Statements

Subject 3 ： Adoption of the “Ethical Corporate Management Best Practice Principles”

Explanation：

Subject 4 ： Adoption of the “Corporate Social Responsibility Best Practice Principles”

Explanation：

Subject 5 ： Abolishment of the “Rules Governing the Scope of Powers of Supervisors”

II. Proposals

Subject 1 ： Adoption of Fiscal Year 2014 Business Report and Financial Statements

Explanation：

Subject 2 ： Adoption of the Proposal for Distribution of Fiscal Year 2014 Profits

Explanation：

III. Discussions and Election

Subject 1 ： Amendment to the “Rules of Procedures for Shareholders Meetings”

Subject 2 ： Amendment to the “Articles of Incorporation of Union Bank of Taiwan, Ltd.“

Subject 3 ： Proposal for Issuing New Shares through Capitalization of Earnings and Employee Bonus

Subject 4 ： Election of the 9th Term of Directors (Including Independent Directors)

Subject 5 ： Release of the Non-Compete Clause for Directors

Explanation ：

Explanation：

IV. Questions and Motions

V. Adjournment

Part Two: Attachments

Attachment 1: Fiscal Year 2014 Business Report

2014:

(3) Credit card business

Attachment 2: Supervisors’ Review Report

To

Attachment 3: Independent Auditors’ Report and 2014 Consolidated and Separate Financial Statements

INDEPENDENT AUDITORS’ REPORT

March 18, 2015

Notice to Readers

UNION BANK OF TAIWAN

BALANCE SHEETS DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

UNION BANK OF TAIWAN

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

UNION BANK OF TAIWAN

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

UNION BANK OF TAIWAN

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

UNION BANK OF TAIWAN

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

UNION BANK OF TAIWAN

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

UNION BANK OF TAIWAN

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

INDEPENDENT AUDITORS’ REPORT

March 18, 2015

Notice to Readers

UNION BANK OF TAIWAN AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

UNION BANK OF TAIWAN AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

UNION BANK OF TAIWAN AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

UNION BANK OF TAIWAN AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

UNION BANK OF TAIWAN AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

UNION BANK OF TAIWAN AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

UNION BANK OF TAIWAN AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

Attachment 4: Fiscal Year 2014 Profit Distribution Table

Note 1:

Attachment 5: “Ethical Corporate Management Best Practice Principles of Union Bank of Taiwan, Ltd.”

Article 1

Article 2

Article 3

Article 4

Article 5

UBOT AGM Information 2015