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UBOT AGM Information 2023

Jun 16, 2023

52203_rns_2023-06-16_34281787-c14e-4b54-8a41-9076a0b9a3d8.pdf

AGM Information

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Union Bank of Taiwan

The Minutes of 2023 Annual Meeting of Shareholders

Date and Time: June 9, 2023 at 9:00 a.m.

Location: No. 16, Sec. 4, Jhongshan N. Rd., Taipei City CHIENTAN OVERSEAS YOUTH ACTIVITY CENTER CHUN-YING Hall (Second floor at Ching-Kuo Memorial Hall) Shareholders' meeting Convening method: Entity shareholders' meeting Attend: Total outstanding shares: 3,794,046,028shares Total shares represented by shareholders present in person or by proxy : 3,158,654,749shares Percentage of shares held by shareholders present in person or by proxy: 83.25% Chairman: Director Jeff Lin

Attend as a delegate: Independent Director: Li Guo Chang Fan Lin Yu Managing Director : Chiang Chen Hsiung Director: Lin Si Yong Li Wen Ming Wu Ba Shan Tu Hong Mao Li Kuan-Hao of Deloitte & Touche LAW OFFICE OF S.S.Lai ATTORNEY AT LAW: LAI Sheng Shing Jieyu Law Firm Chen Jin long Lawyer.

  1. Declare the conference Attendant shareholder and shareholder agent represents share have already attained the legal quantity. The Chairman called the meeting to order .

  2. Chairperson Remarks : Director Jeff Lin

  3. Reports

  4. (1)2022 Business Report (Please make reference to attach the form) All attendance shareholder talks over with know.

  5. (2)2022Audit Committee Audit Report (Please make reference to attach the form) All attendance shareholder talks over with know.

  6. (3) 2022 Report on Employee and Director Remuneration Distribution Status. All attendance shareholder talks over with know.

  7. (4)2022Report on the Remuneration of Directors. All attendance shareholder talks over with know.

  8. Proposals

  9. Proposal No. 1 (Proposed by Board of Directors)

  10. Subject : The 2022 business report and financial statements are submitted for approval. Please acknowledge.

Illustration:

  1. The 2022 business report and financial statements of the Bank (including consolidated financial statements) have been audited by accountants Li Guan-Howe and Yang Cheng-Hsiu Yang of Deloitte & Touche and have, together with the business report, been approved by the 3th meeting of the 12 th term of the audit committee and the 11th meeting of the 14th term of the board of directors of the Bank. They are submitted for approval.

  2. Please refer to the above-cited documents in Attachment.

Resolution : This proposal vote decides the result as follows:

  • Attend the shareholder right to vote number while deciding (contain the electronics vote) 3,118,736,553 votes

1

Decide the result Percentage of shares held bytotal votes
Approval votes: 3,081,458,179
(contain the electronics votes: 199,105,214)
98.80%
Disapproval votes: 666,997
(contain the electronics votes: 666,997)
0.02%
Invalid votes: 0 -
Abstention votes : 36,611,377
(contain the electronics votes: 33,805,837)
1.17%

Proposal was approved after voting.

Proposal No. 2 (Proposed by Board of Directors)

Subject: The 2022Profit Distribution Proposal is submitted for approval. Please acknowledge. Illustration:

  1. 2022 distributable profit of NT$3,414,838,134. It is proposed that the distribution be made as shown in Attachment 4 (page 33 of this manual) in accordance with the articles of association of the Bank.

  2. (1) Special dividends (NT$2.4 per share, calculated at a rate of 4.8% per share) total NT$480,000,000.

  3. (2) Common stock cash dividends (NT$0.10 per share) totaled NT$359,404,603.

  4. (3) Common stock dividends (NT$0.50 per share) totaled NT$1,797,023,014.

  5. (4) Undistributed profit: NT$778,410,517.

  6. After the profit distribution proposal is approved by the general shareholders meeting, the board of managing directors is authorized to determine the record date for dividend distribution and to handle cash distribution related matters.

  7. In accordance with the regulation of the Ministry of Finance Tai-Cao-Shui No. 871941343 date 30 April 1998, in distributing profit, individual identification should be adopted. The 2022 profit should be distributed in priority in this profit distribution.

  8. If the total number of outstanding shares is subsequently changed due to buy-back of the Bank’s shares or the transfer, exchange or cancellation of treasury shares or any other event, resulting in the change of dividend distribution ratio, the shareholders meeting should authorize the board of directors to carry out the change.

Resolution : This proposal vote decides the result as follows:

Attend the shareholder right to vote number while deciding (contain the electronics vote) 3,118,736,553 votes

nd the shareholder right to vote number while
8,736,553 votes
deciding (contain the electronics vote)
Decide the result Percentage of shares held bytotal votes
Approval votes: 3,083,889,469
(contain the electronics votes: 201,536,504)
98.88%
Disapproval votes: 719,423
(contain the electronics votes: 719,423)
0.02%
Invalid votes: 0 -
Abstention votes : 34,127,661
(contain the electronics votes: 31,322,121)
1.09%

Proposal was approved after voting.

5. Discussions

Proposal No. 1(Proposed by Board of Directors)

Subject: Amending part of the Articles of Association. Please consider. Illustration:

2

  1. This revision is in accordance with the provisions of the Financial Supervision and Administration Commission's August 5, 2022 Jinguanyinfazi No. 1110270673 letter: the profit distribution shall be submitted to the shareholders' meeting for approval in accordance with Article 49 of the Banking Law, and Item 5 of Article 240 of the Company Law shall not apply. The Articles of Association authorizes the board of directors to distribute cash dividends and Article 228-1 for quarterly or semi-annual profit distribution, and amend Article 5-1 Article 37and Article 39 of the Articles of Association and delete Article 39-1

  2. Before and after the revision, please refer to Attachment.

Resolution : This proposal vote decides the result as follows:

Attend the shareholder right to vote number while deciding (contain the electronics vote) 3,118,736,553 votes

3,118,736,553 votes
Decide the result Percentage of shares held bytotal votes
Approval votes: 3,076,434,418
(contain the electronics votes: 194,081,453)
98.64%
Disapproval votes: 667,896
(contain the electronics votes: 667,896)
0.02%
Invalid votes: 0 -
Abstention votes : 41,634,239
(contain the electronics votes: 38,828,699)
1.33%

Proposal was approved after voting.

Proposal No. 2 (Proposed by the Board of Directors)

Subject: Amending part of the " Rules of Procedure for Shareholders Meetings ". Please consider. Illustration:

  1. In order to improve the Bank's "Rules of Procedures for Shareholders' Meetings", refer

  2. to the "Reference Sample of Rules of Procedures for Shareholders' Meetings" revised by the Taiwan Stock Exchange on March 8, 2022, and revise the Bank's rules 3, 6, 8, 13, 14, 15, 16, 21, etc. and add 6-1 to make up for the deficiencies of the previous revision.

  3. In this revision, in addition to some provisions based on the reference example, the relevant text is revised, and the remaining key points are as follows:

  4. (1). Cooperate with the procedural manuals of shareholders' meetings of publicly issued companies revised and released on December 16, 2021, and comply with the provisions of Article 6 of the Procedures, add the relevant capital or foreign and land-owned shareholdings to a certain ratio of shareholders' meeting manuals The time limit for sending electronic files, and adding the method that the agenda manual should be provided for shareholders to refer to on the day of the shareholders' meeting in accordance with the form of the meeting (Article 3).

  5. (2). In order to make shareholders aware of the relevant rights and restrictions on participating in the shareholders' meeting before the shareholders' meeting, the notice of convening the shareholders' meeting shall be updated to include important matters (Article 6-1).

  6. (3). I Add the follow-up processing of audio and video recording, meeting minutes recording, troubleshooting, postponement or continuation of video conferences (Articles 8, 15, and 21).

  7. (4). According to the practical operation method of video conferencing,delete repeated words, modify some words, vote on proposals, voting and counting methods, etc. (Articles 6, 13, 14, and 16).

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  1. The comparison table before and after the revision of the "Rules of Procedures for Shareholders Meetings" of the Bank. Please refer to Attachment.

Resolution : This proposal vote decides the result as follows:

Attend the shareholder right to vote number while deciding (contain the electronics vote) 3,118,736,553 votes

3,118,736,553 votes
Decide the result Percentage of shares held bytotal votes
Approval votes: 3,076,438,549
(contain the electronics votes: 194,085,584)
98.64%
Disapproval votes: 680,214
(contain the electronics votes: 680,214)
0.02%
Invalid votes: 0 -
Abstention votes : 44,617,790
(contain the electronics votes: 38,812,250)
1.33%
Proposal was approved after voting.

Proposal No. 3 (Proposed by the Board of Directors)

Subject: Discuss the company's surplus to allocate capital to issue new share. (Proposed by the Board of Directors)

Illustration:

  1. In order to enrich the Bank's working capital needs, For the distributable surplus in 2022, NT$1,797,023,014 will be allocated to transfer the surplus to capital increase, of which NT$1,797,023,010 will be issued for 179,702,301 ordinary shares, and the remaining NT$ 4 less than 1 share will be distributed in cash.

  2. This case is approved by the regular meeting of shareholders and reported to the competent authority for approval. The board of directors sets the base date for capital increase and allotment of shares (capital increase base date).There is a proportion of shares distributed free of charge, 50 shares for every 1,000 shares. If less than 1 new share is allotted in this capital increase, the shareholder shall merge it by himself, and handle the merger with the Bank’s stock affairs agency within 5 days from the allotment base date to form a whole share. The chairman of the board of directors consults a specific person to purchase at face value.

  3. The new shares issued are ordinary shares, and the rights and obligations are the same as ordinary shares, with a denomination of NT$10 per share.

  4. In the event of a change in the shares of the Bank, or the transfer, conversion or cancellation of the treasury shares or other circumstances, affecting the total number of shares outstanding, the share allotment, and the dividend rate, the shareholders' meeting authorizes the board of directors to handle the change.

  5. In the case of the above-mentioned capital increase and issuance of new shares, the shareholders' meeting authorizes the board of directors to deal with changes in the law or when the competent authority approves the amendment.

Resolution : This proposal vote decides the result as follows:

Attend the shareholder right to vote number while deciding (contain the electronics vote) 3,118,736,553 votes

4

Decide the result Percentage of shares held bytotal votes
Approval votes: 3,076,404,506
(contain the electronics votes: 194,051,541)
98.64%
Disapproval votes: 774,346
(contain the electronics votes: 774,346)
0.02%
Invalid votes: 0 -
Abstention votes : 41,557,701
(contain the electronics votes: 38,752,161)
1.33%
Proposal was approved after voting.

6 Questions and Motions: None

  1. Adjournment June 9, 2023 at 9:35 a.m.

(There are no questions raised by shareholders on various proposals at this shareholders' meeting)

The proceedings of the shareholders' meeting are recorded in accordance with Article 183, Item 4 of the Company Law, and the results of the proceedings and the results of the meeting are still subject to the meeting's audio and video records.

Chairman: Jeff Lin Record : Chen Ying Ching

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

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Attachment

2022 Business Report

1.Domestic and Overseas Financial Status

In 2022, the world will be affected by the rapid spread of the epidemic variant virus, and the global supply of raw materials such as agricultural grains and crude oil will be impacted by the Russia-Ukraine war, which will cause the world to face inflationary pressure, prompting the Federal Reserve to raise interest rates by a total of 17% in 2022 In response, China's central bank raised interest rates by a total of 2.5 yards in order to curb domestic expected inflation. Although the weak domestic and foreign stock markets affected investment and financial management needs and eroded some of the banking industry's earnings, they benefited from the positive benefits of interest rate hikes and Taiwan The continuous return of businessmen and the government's promotion of the "Three Major Plans for Investing in Taiwan" have driven the development of various deposits. Overall, the banking industry will maintain profit growth in 2022.

Looking forward to 2023, in the environment of rising interest rates, the banking industry is still positive, and bank deposits are expected to increase. In addition, the gradual lifting of international border control on the epidemic will drive the overseas market to become active again, and the government will continue to promote A number of policies to encourage industrial development will drive investment and lending business, and will also inject interest rate spread income into the banking industry. However, risks such as the overall international political and economic situation, domestic and overseas investment environment, and customer solvency should still be paid attention to in the future.

2. 2022 Operating Results and Main Business Status

In 2022, with the concerted efforts of all colleagues in the Bank, various operational indicators will have excellent performance. In terms of profit, the net profit after tax in 2022 was 3,539,000,000 yuan, the after-tax earnings per share (EPS) was 0.85 yuan, the return on total assets (ROA) was 0.43%, and the return on common equity (ROE) was 5.76%. In terms of quality, the overdue loan ratio was 0.24%, and the allowance for bad debt coverage ratio was 481.40%, maintaining good asset quality.

Over the years, the Bank has continued to expand various businesses with the business strategy of steady growth and local deep cultivation. On December 21, 2022, the China Credit Rating Company announced that due to the good quality of the Bank's assets, the Bank's long-term and short-term credit ratings and The outlook ratings remain at "twA+", "twA-1" and "Stable". According to the company's rating report, the Bank's strong capital strength, prudent capital policy and appropriate risk control will continue to maintain a stable credit structure in the next two years. China Credit Rating also expects that the Bank should be able to maintain a solid corporate foundation in the consumer finance business, good asset quality, and an appropriate funding source and liquidity structure during the aforementioned period.

Below is a summary report on the operational status of the Bank’s main businesses in 2022:

(1) Deposit

At the end of 2022, the balance of foreign currency deposits in Taiwan was NT$715.1 billion, an increase of NT$37.6 billion from NT$677.5 billion at the end of 2021, with a growth rate of 5.55%. In terms of deposit structure, demand deposits have a balance of NT$355 billion, accounting for 49.64% of the total deposit ratio, and time deposits have a balance of NT$360.1 billion, accounting for 50.36% of the total deposit ratio.

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  • (2) Lending

  • The loan balance at the end of 2022 was NT$534.4 billion, an increase of NT$35.6 billion or 7.14% from NT$498.8 billion at the end of 2021. Among them, secured loans amounted to NT$450 billion, accounting for 84.21% of the total loans; unsecured loans amounted to NT$84.4 billion, accounting for 15.79% of the total loans.

  • (3) Credit Card

  • In the first half of 2022, due to rising prices and rising epidemic situation, consumption will be tightened, and credit card activities will be actively targeted at people's livelihood consumption (such as supermarkets/markets, refueling, online shopping, delivery apps, etc.) and necessary expenditures (such as taxes/fees, insurance, etc.) Plan the full amount, cash discount or installment activities to stabilize the amount of spending. In the second half of the year, activities will grasp tourism issues and online shopping consumption opportunities, which will greatly promote the growth of the amount of spending. The total amount of credit card spending in 2022 will be NT$112.5 billion, an increase of NT$10.9 billion compared to 2021 , an increase of 11%.

  • In 2022, a new Jihe Card will be issued, which is very popular among the Kazakhs and Japanese. It will provide card members with domestic famous Japanese-style restaurants and high-value Japanese currency reward activities, and match the topic of opening up the country to quickly open up discussions in the market; in addition, it will continue to focus on young generations. The market voice of the point card integrates the bank's resources and links with the New New Bank digital account to achieve bank cross-selling and customer acquisition benefits; the happiness M card attracts tourists who love travel through the high-reward activities of transportation and tourism. Quickly acquired more than 100,000 customers; in addition, to implement the ESG plan, it created green consumption of 96 million yuan, and accumulated 650,000 yuan of green public welfare donations, realizing corporate social responsibility. For the existing co-branded cards, we will maintain the Breeze Card and National Card whose card issuance volume has reached an economic scale. As of December 2022, the number of credit cards in circulation is 2,431,532 cards.

  • Taking the consumer experience as the premise, optimize the function and convenience of online card application, increase the proportion of online card application, and then save the cost of import and labor operation; and optimize the system as follows: (1) The online card application function of China Travel Card is launched.

  • (2) Store fast binding function, the first two international brands in the industry to go online at the same time.

  • (3) Added LINE BC fast binding LINE PAY function.

  • (4) Fortune Management

  • The number of wealth management accounts of the Bank in 2022 will increase by 4.72% compared with 2022, and the average monthly balance of total assets under management will increase by 8.04% compared with 2022. Rising interest rates have suppressed private consumption, the real estate market and investment momentum, and the unemployment rate has also increased significantly. Coupled with the unresolved Ukrainian-Russian war and the continuation of the new crown epidemic, the possibility of the global economy entering recession has increased significantly, dragging down the global stock and bond markets sharply. As a result, the fee income of mutual funds and ETFs generally declined. However, foreign bonds were affected by the interest rate hike policy, and bond prices continued to break through the bottom. When the price weakened, the yield to maturity of foreign bonds rose. Among them, the yield to maturity of investment-grade foreign bonds even soared to more than 6%,

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which was The highest since the financial tsunami in 2008, attracting investors to enter the market, foreign bonds have become the focus of sales of the bank, and the financial management business policy has been adjusted, and the insurance business of inherited assets has been the main business direction, and the operating income has increased by 12.82% compared with 2021 , the Bank will continue to provide customers with more diversified financial product choices to increase the overall financial management income.

  • (5) Operating Performance

The net interest income in 2022 is 9.907 billion yuan, the net income other than interest is 3.440 billion yuan, and the total net income is 13.347 billion yuan. After deducting the net provision for bad debts of 482 million yuan and operating expenses of 8.372 billion yuan, the net profit before tax is 4.494 billion yuan, net profit after tax was 3.539 billion yuan.

  • (6) Sustainable development of enterprises

  • In order to fulfill corporate social responsibility and implement the sustainable development of ESG enterprises, the main specific actions of the Bank in 2022, in terms of environmental and ecological protection, in addition to adopting local conservation animals such as stone tigers and ring-necked pheasants, the bank also participated in the adoption of green spaces in community parks. Promote energy conservation and carbon reduction across the bank, issue green cards to allocate funds to donate to environmental protection groups, and implement green procurement. Received commendation from the Taipei City Environmental Protection Bureau's "Green Procurement Promotion Plan for Private Enterprises and Organizations"; participate in social welfare activities, and practice humanitarian care and assistance. Responding to the government’s call to provide relief to Ukraine, we joined hands with Tamkang University to participate in the 2022 ESG Summit, established a Metaverse branch, cooperated with the Federal Cultural and Educational Foundation to promote Taiwan’s oil painting art, held federal art competitions and art tours, and launched “Let’s Let’s Build Happiness” The charity donation platform helps the disadvantaged in social welfare; attaches great importance to corporate governance, and the Bank continues to strengthen internal audit and control, compliance with laws and regulations, risk management and information security operations, and implement fair treatment of customers.

3. 2023 Operational Plan and Development Guidelines by Business

  • (1)Actively expand the scale of business based on the competitive innovative services; in terms of business purposes, adhere to the spirit of service by persistence; establish a long-term relationship with the customers; and create a win-win value: 1. Deposits:

  • (1). Evaluate the establishment of new off-bank ATMs, expand service bases, and enhance the expansion of deposit business.

  • (2). Continue to expand the deposit solicitation and business with the bank's vendors.

  • (3). Business marketing plan (acceptance (subsidy) project of special credit card

  • stores, Anyang trust business) to develop new customer sources and deposits.

  • (4). Continue to promote the Huozhu Youli Project to attract new households from small and medium-sized enterprises, and increase the scale of deposits through corporate networks and other business contacts; use the large-amount current deposit Youli Project to attract large-scale cash flow

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enterprises and groups.

  • (5). Hold a deposit contest to accelerate the achievement of the KPI target amount.

  • (6). Depending on the market capital situation, deposit projects are launched from

  • time to time.

2. Enterprise and foreign exchange business: Business

  • (1). In terms of business, increase the proportion of self-use financing of industrial and commercial enterprises, and reduce the proportion of civil construction financing and individual household loans, so as to gradually adjust the credit structure of corporate finance business.

  • (2). In order to actively expand the MIT factory loan business, continue to implement the "Expand MIT Factory Loan Action Plan", and track the business transactions between the borrower and its related customers on a quarterly basis to achieve overall benefits. The MIT factory loan business is also included in the branch KPI and The assessment scope of AO personnel assessment.

  • (3). Actively expand high-quality stock financing loan business.

  • (4). Under risk control, efforts are made to improve profitability. The measures to be adopted to improve profitability are as follows:

    • i. In response to rising market interest rates and capital costs, interest rate pricing should evaluate various business transactions, and strive for cash flow and closeness of various business transactions through credit transactions to increase overall profitability.

    • ii. Moderately increase service fee income for complex transactions, high operating costs or Bridge Loan credit cases.

    • iii. Banking Law 72-2 credit granting cases and credit granting cases in which real estate is used as a guarantee and strengthens creditor's rights with a higher risk weight (LTV100% or more), should be priced at a higher interest rate.

Corporate Finance Management

  • (1). Speed up the review of "Type A Guarantee Cases" and "MIT Projects".

  • (2). Accelerate the cultivation of enterprise financial business personnel to respond to the growth of enterprise financial business.

  • (3). The credit extension integration system (LIS) optimizes and continuously introduces the credit collection process and related review documents.

  • (4). In order to integrate human resources and reduce operational risks, plan the centralized operation of enterprise finance business appropriation.

  • Foreign exchange business

  • (1) In response to the increased risks in the international financial market, focus on overseas high-quality financial institutions and credit cases guaranteed by national or government agencies, and strengthen post-loan management.

  • (2) Regularly review and update the content of overseas credit guarantees, increase the credit protection of the bank through overseas credit guarantee funds, and assist branches in case promotion.

  • (3) Continuously optimize the simple foreign exchange and foreign exchange deposit system to improve the efficiency of handling and executing transactions, and set up relevant education and training courses to enhance the professional ability of handling.

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  • (4) Cultivate corporate finance AO assistants with foreign exchange expertise, and encourage branch staff to go abroad for internships to facilitate the promotion of the bank's foreign exchange business.

  • (5) Develop foreign exchange business customer source, expand import and export and exchange business to enhance the bank's foreign exchange niche and market share.

  • (6) In order to provide our customers with payment of foreign exchange import and export payments and other foreign exchange fund scheduling needs through online banking, we have established large-amount foreign exchange settlement and remittance functions of more than NT$500,000 in each channel to increase customer stickiness with more complete and convenient services. Reduce the Bank's operational risks.

Ticket finance business

  • (1) Guarantee business: Actively expand large-scale enterprises with TCRI grades 1-5, and give priority to undertaking credit with guarantee conditions such as self-compensating (such as passenger tickets) or high-quality stocks recognized by the Bank, and continuously track the financial and financial status of credit customers. operating conditions.

  • (2) Bills and bonds business: In terms of investment business, actively cultivate financial transaction talents internally, select high-quality investment targets, implement relevant risk control disciplines, improve overall income, continue to expand customer base externally, diversify sources of funds, and reduce liquidity Sexual risk in order to increase returns and maintain market position.

  • (3) Deposit and other business: Actively refer credit recipients to nearby branches to visit with them, strive for credit recipients to deposit or purchase coupons RP in the bank, meet the business needs of credit recipients, strive for other business contacts, and strengthen credit recipients and the Bank relation.

3. Consumer finance business:

  • (1) Continue to focus on and deeply cultivate high-quality customers, grasp customer demand trends, and consolidate existing customers; provide customized projects for different ethnic groups to develop new customer groups.

  • (2) The loan service of the newly added digital channel targets young and digital customer groups to strengthen the promotion of online channels.

  • (3) In order to provide services for customers with investment and wealth management needs around the branch, the "Good Neighbor" loan business project will be added to provide financial services for customers around the branch.

  • (4) Actively recruit new recruits or train credit-granting AO personnel to increase business volume, and will add incentive measures for AO to undertake investment and wealth management loan business to encourage AO to strengthen its commitment.

  • (5) In order to effectively utilize the cross-marketing value of the business between the Enterprise Finance Branch and the Consumer Loan Center, the incentive plan for the Enterprise Finance Branch to refer customers to handle housing loan projects will be added to increase the source of high-quality customers around the housing loan.

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  • (6) Continue to focus on and cultivate high-quality customers in accordance with the existing marketing strategy, and maintain the stickiness between existing customers and the Bank. Cooperate with business units to expand small industrial and commercial enterprises, and provide employee loans for enterprise households, and various personal loan plans (such as: high-quality stocks, real estate overdraft, etc.), and combine the cross-product resources of other departments of the bank to launch loan projects to increase Customer stickiness.

  • (7) In order to respond to the transfer of small business loans, evaluate and increase the number of AO personnel for loan management, and assist the personnel department and corporate finance department to be transferred from insiders; in addition, increase the business volume and care for the business customers around the branch, and develop small business customer loans.

  • (8) In response to the development trend of digital financial services, continue to expand online loan optimization functions, improve digital access loan services, 24-hour online loan services, plan to develop credit loan revolving lines, micro-enterprise online application operations, and online housing loans to achieve online access promotion. And link special loan plans for specific ethnic groups and other regular seasons.

  • (9) Stabilize the new car loan business and develop the special loan business; strengthen the expansion of high-quality used car dealers to increase the business scale.

  • (10) Open credit lines for car loan customers to increase the closeness of contacts.

  • (11) Strengthen credit investigation and evaluation of repayment sources to ensure credit quality.

  • (12) Control the management and tracking of notifications of abnormal cases to strengthen internal control; implement management and control of overdue loans after lending; analyze overdue and bad debts as a reference for credit policy; actively recover bad debts to increase surplus after withdrawal .

4. Credit Card:

  • Deeply develop customer group management, strengthen customer stickiness, and increase the market share of card users with precise marketing

  • (1) Deeply develop customer group management, strengthen customer stickiness, and increase the market share of card users with precise marketing Channel marketing.

  • (2) Issuing new cards in combination with strong channels to achieve rapid customer acquisition and young new customer groups.

  • Strengthen digital platform services to provide a full range of online experience

  • (1) Strengthen publicity exposure and diversion, and increase the rate of online bids.

  • (2) For the digital platform, strengthen the fast binding function with the store to increase the competitive advantage.

  • (3) In response to the increasing popularity of mobile payments, use the current key channels to promote the Bank's credit cards, and actively increase the number of customer bindings to increase the rate of mobile cards.

  • (4) Optimize various online service functions, such as online card application and

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online loan application.

Grasp the pulse of consumption, seize market opportunities, and effectively

increase the amount of transactions and the rate of card transactions

  • (1) In the post-epidemic era and the opening of borders, we will seize domestic and foreign tourism opportunities and digital and people's livelihood consumption.

  • (2) Combining key cards to launch themed consumption activities, such as: transportation and tourism, online shopping, and taxes.

  • (3) Plan key installment activities, such as taxes, tuition fees, insurance and other necessary large expenditures.

  • Committed to diversifying payment and attacking medium and large-scale, chain-type and online special store business

  • (1) Integrate acquiring platforms of different industries, provide diversified payment, and strengthen the promotion of online special stores.

  • (2) Develop heavyweight Internet special stores and chain merchants.

5. Wealth management, insurance agency and trust business:

  • (1) In response to the trend of the elderly society, continue to train colleagues to obtain the certificate of "financial planning consultant for the elderly", establish the bank's trust talent pool, cultivate professional functions, provide more comprehensive financial services and care for the elderly, and fulfill social responsibilities.

  • (2) Integrate trust services, expand trust 2.0 business, strengthen core customer relationships, and provide tailor-made service measures.

  • (3) In order to create a friendly financial environment and increase the convenience of customer transactions, in addition to the original network and APP, add mobile management, air wealth management phone order trading platforms, and build overseas debt and ETF online trading functions to improve operating efficiency .

  • (4) In addition to domestic/overseas funds, foreign bonds, and ETFs, the main products of wealth management business will add structured products, US stocks, special stocks and other products to meet customers' all-round financial management needs and expand the scale of specific money trust business. And increase business income.

  • (5) In the future, we will continue to advance in the direction of deepening customers, optimizing operations, strengthening training, and risk management, so as to enhance the competitiveness of the bank's financial management business.

  • (6) In response to the changing trend of Taiwan's aging family population and declining birthrate, continue to introduce protection-type, investment-type, and retirement-planning-related insurance products to meet customers' all-round financial management needs and increase fee income.

6. Digital financial business:

  • (1) Personal Electronic Banking Services Practice the development of digital financial business and create a new territory for financial transactions. In addition to continuously optimizing the user interface and process, the premise is to strengthen the quality of e-banking online services, and add large-scale foreign exchange transaction functions and online foreign exchange remittance remittance services. Etc., to enhance the convenience of domestic foreign exchange transactions and

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the diversity of electronic banking transactions, and realize the competitiveness of the digital development of personal Internet banking and mobile banking.

  • (2) Corporate Internet Banking Services

  • Based on user experience, aiming to solve the needs of enterprise account management, continuously optimize various transaction processes, and add online foreign exchange transaction service functions and online investment transaction environment of corporate Internet banking to provide enterprises with more flexible cash flow services The platform helps enterprises reduce operating costs, optimize operating performance, and create market competitive advantages.

  • (3) New New Bank Digital Banking Services

  • A. New Accounts "Customer Acquisition Strategy" continues to increase the number of accounts to acquire new young customers and expand market share.

  • B. Existing customers "customer education strategy" uses cross-business credit cards, securities and funds and other marketing solutions to increase the contribution of existing customers and product stickiness. C. Continue to expand and strengthen online service functions, integrate various online financial services such as credit, credit card application, securities account opening, and wealth management investment, and cooperate with video, counter verification, and digital account opening authority specifications to continuously optimize the online account opening process , and increase offline counter transactions.

  • D. Use digital banks to increase the benefits of virtual and real integration services, strengthen business cooperation with non-traditional financial service bases such as Laierfu supermarkets, LINE Pay one-card, campus payment, etc., and link with online and offline cash flow services. E. Target the young digital group, integrate the resources of the whole bank and various financial products, and increase the number of accounts and business operations through promotional strategies such as business discounts, strategic partners, cross-industry cooperation, and cross-marketing.

  • (4) Strengthen the marketing application of the community and various information platforms Strengthen community management, improve the integration and application of various information platforms such as LINE BC, SMS, e-DM, etc., and combine new functions related to LINE API, continue to optimize and add personalized message notifications, marketing promotion and other service applications.

  • (5) Integration and application of new digital financial services A. Establish a big data forecasting model for cross-industry sales of individual funds and corporate funds, and strengthen the application and implementation of the model to facilitate cross-penetration of customers across business categories.

  • B. Cooperate with the competent authorities to assess and build various cross-system services (such as MyData digital service personalization, Open Banking API and other services).

  • C. The customer service system introduces intelligent customer service and

13

voiceprint recognition system to reduce the cost of dedicated service and improve service efficiency and quality.

  - D. Develop customer service OTP text message verification method to strengthen identity verification function.

  - E. Video customer service can replace face-to-counter verification and strengthen identity verification.

  - F. Foreign customer service outsourcing service, assisting in dealing with foreign migrant workers, data storage business and APP use related issues.

7. Securities Business:

  • (1) Strengthen the stability and backup mechanism of the securities trading system, and at the same time establish the SOP process for information security and trading system abnormalities.

  • (2) Cooperate with the opening of all accounts, continue to promote online account opening, and strive to increase the ratio of active accounts to achieve the market share target.

  • (3) Establishment of order takers, overall planning of company resources, and continuous recruitment of salespersons.

  • (4) Strengthen the connection with branches and increase the contribution of branches to securities.

  • (5) Regularly invite futures companies to assist in organizing futures customer seminars to increase options customers.

8. Others:

  • (1) All businesses of the Bank will continue to promote relevant businesses in

  • response to business opportunities derived from climate risk issues, and will continue to monitor and control the various objectives, indicators and risk management mechanisms that have been formulated; The Bank's ESG Sustainability Report discloses the handling of related governance, strategies, risk management, indicators and goals.

  • (2) In terms of investment business, actively cultivate financial transaction talents, carefully select investment targets, and implement the disciplinary requirements for risk control related to capital operations, so as to inject the Bank's profits.

  • (3) Make every effort to improve the profitability of various assets, strengthen risk management, and maintain good asset quality.

  • (2)Channel Development

  • The bank has a total of 90 business offices in China, and continues to actively expand its overseas business territory and expand its operations.

  • In order to provide customers with more convenient services, the bank has been actively expanding non-bank ATMs in recent years, hoping to enhance the bank's brand image and popularity through the extension of channels. By the end of 2022, the bank has installed a total of 555 internal and external ATMs.

  • (3)The Bank’s 2023 Estimated Operational Targets

1.

1.
Type of Business 2023Target
Deposit (including foreign
currencies)
Average balance of NT$774,090,000,000
at the end of the year
Lending (excluding credit card) Average balance of NT$551,630,000,000
at the end of the year
Foreign Exchange AnnualtransactionofUS$8,545,000,000

14

  1. Improvement of business performance-related indicators: In response to BASEL regulations, maintain capital levels to meet the supervisory benchmarks of various capital ratios of the competent authority, and maintain stable funding sources and high-quality current assets to meet the net stable funding ratio (NSFR) and liquidity coverage ratio ( LCR) standard.

With the supervision of all shareholders and the effort of all employees, we hope to

achieve all operating targets and create even more outstanding performance to answer to the expectations of the shareholders and the society. We hope that all shareholders will continue to encourage and guide the Bank.

Chairman: Lin Jeff Manager: Xu Weiwen Accounting Head: Lu Wenjuan

15

Attachment

Union Bank of Taiwan Audit Committee Audit Report

The Bank’s 2022 consolidated financial report is prepared in accord .

ed banks, the standards for the preparation of financial reports for securities firms, and the international financial reporting standards, international accounting standards, interpretations and interpretation announcements approved and promulgated by the Financial Regulatory Commission. 2022 The annual individual financial report is prepared in accordance with the financial report preparation standards of publicly issued banks and the financial report preparation standards of securities firms, and has been checked by Deloitte & Touche Li Guan-Howe and Yang Cheng-Hsiu accountants After the review by the Audit Committee, After review by the Audit Committee, it is deemed that there is no discrepancy. In accordance with the provisions of Articles 14-4 and 36 of the Securities and Exchange Act, a report is prepared, please check .

To

Union Bank of Taiwan 2023 General Shareholder Meeting

Union Bank of Taiwan

Chairman of Audit Committee: Li Guo Chang

13 March 2023

16

Attachment

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Stockholders Union Bank of Taiwan

Opinion

We have audited the accompanying financial statements of Union Bank of Taiwan (the “Bank”), which comprise the balance sheets as of December 31, 2022 and 2021, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Bank as of December 31, 2022 and 2021, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Public Banks and Regulations Governing the Preparation of Financial Reports by Securities Firms.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Bank in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2022. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matters of the Bank’s financial statements for the year ended December 31, 2022 are described as follows:

Assessment of the Impairment of Discounts and Loans

As of December 31, 2022, the net amount of discounts and loans of the Bank was approximately 64% of total assets, and was considered material to the financial statements as a whole. Refer to Note 14 to the financial statements. The Bank’s management perform loan impairment assessment that involves making critical judgments on accounting estimates and assumptions; therefore, we determined allowance for possible losses on discounts and loans as a key audit matter for the year ended December 31, 2022.

The Bank’s management periodically perform loan impairment assessment that requires making judgments to measure loss allowance at an amount equal to expected credit losses. Besides assessing expected credit losses of loans in accordance with IFRS 9 “Financial Instruments” , The Bank’s management complies with the Regulations Governing the Procedures for Banking Institutions to Evaluate Assets and Deal with Non-performing/Non-accrual Loans and related regulations when assessing classification of credit assets and recognizing allowance for possible losses.

For the accounting policies and relevant information on loan impairment assessment, refer to Notes 4, 5 and 14 to the financial statements.

The main audit procedures we performed in response to certain aspects of the key audit matter described above were as follows:

  1. We obtained an understanding of the relevant internal controls in respect of the Bank’s loan impairment assessment and tested the operating effectiveness of such controls.

17

  1. We tested the classification of credit assets in accordance with relevant regulations issued by management and authorities. In addition, we calculated the required provision of allowance for possible losses on loans in order to assess whether the recognized amount complied with the regulations.

  2. We assessed the reasonableness and consistency of the methodology applied by management in the calculation of expected credit losses; we tested the completeness of the loans and the accuracy of the calculation of expected credit losses for selected loans.

Responsibilities of Management and Those Charged with Governance for the Financial

Statements

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

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

Those charged with governance, including the audit committee, are responsible for overseeing the Bank’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

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

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

  1. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Bank’s internal control.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Bank’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Bank to cease to continue as a going concern.

  5. Evaluate the overall presentation, structure and content of the financial statements, including

18

the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  1. Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Bank to express an opinion on the financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2022 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audits resulting in this independent auditors’ report are Kuan-Hao Lee and Chen-Hsiu Yang.

Deloitte & Touche Taipei, Taiwan Republic of China

March 15, 2023

19

UNION BANK OF TAIWAN

BBALANCE SHEETS DECEMBER 31, 2022 AND 2021

(In Thousands of New Taiwan Dollars)

ASSETS
CASH AND CASH EQUIVALENTS

DUE FROM THE CENTRAL BANK AND CALL LOANS TO OTHER BANKS
FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
INVESTMENTS IN DEBT INSTRUMENTS AT AMORTIZED COST
SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL
RECEIVABLES, NET
DISCOUNTS AND LOANS, NET

INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD, NET
OTHER FINANCIAL ASSETS, NET
PROPERTY AND EQUIPMENT, NET
RIGHT-OF-USE ASSETS
Goodwill
Computer software
DEFERRED TAX ASSETS
OTHER ASSETS, NET

TOTAL

LIABILITIES AND EQUITY
DEPOSITS FROM THE CENTRAL BANK AND OTHER BANKS

DUE TO THE CENTRAL BANK AND OTHER BANKS
FINANCIAL LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS
SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE
PAYABLES
CURRENT TAX LIABILITIES
DEPOSITS AND REMITTANCES

BANK DEBENTURES
OTHER FINANCIAL LIABILITIES
PROVISIONS
LEASE LIABILITIES
DEFERRED TAX LIABILITIES
OTHER LIABILITIES

Total liabilities

EQUITY
Share capital
Ordinary shares
Preference shares

Total share capital

Capital surplus

Retained earnings
Legal reserve
Special reserve
Unappropriated earnings

Total retained earnings

Other equity

Total equity

TOTAL
2022
Amount
%
$ 11,806,105
2
24,624,316
3
27,316,180
3
58,665,959
7
82,519,002
10
43,731,932
5
26,655,389
3
528,761,720
64
7,044,344
1
1,520,811
-
8,155,271
1
1,341,040
-
1,985,307
-
186,741
-
504,970
-

3,871,175

1

$ 828,690,262
100

$ 4,790,895
1
-
-
931,500
-
34,298,607
4
7,033,812
1
637,420
-
710,745,127
86
5,000,000
1
-
-
327,115
-
1,325,495
-
1,735,860
-

794,009

-

767,619,840

93

35,940,460
4

2,000,000

-


37,940,460

4


8,076,826

1

10,589,878
1
627,440
-

4,473,399

1


15,690,717

2


(637,581)

-


61,070,422

7

$ 828,690,262
100
2021
























































Amount
%
$ 12,822,394
2

29,553,111
4

45,833,426
6

60,672,055
7

77,431,542
9

57,688,435
7

25,351,438
3
493,750,735
60

6,523,042
1

1,605,569
-

7,913,431
1

1,590,101
-

1,985,306
-

182,782
-

706,598
-

2,970,253

-
$ 826,580,218
100
$ 9,296,313
1

6,741,390
1

495,421
-

51,279,756
6

8,154,976
1

411,559
-
672,825,605
82

7,700,000
1

6,446
-

361,874
-

1,576,632
-

1,604,370
-

990,565

-
761,444,907

92

32,952,187
4

2,000,000

-

34,952,187

4

8,051,984

1

8,924,700
1

627,440
-

6,932,579

1

16,484,719

2

5,646,421

1

65,135,311

8
$ 826,580,218
100

Chairman: Lin Jeff Manager: Xu Weiwen Accounting Head: Lu Wenjuan

The accompanying notes are an integral part of the financial statements

20

UNION BANK OF TAIWAN

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

NET INTEREST
Interest revenue

Interest expense

Net interest

NET REVENUE OTHER THAN
INTEREST
Commissions and fee revenue, net
(Loss) gain on financial assets and
liabilities at fair value through
profit or loss
Realized gain on financial assets at
fair value through other
comprehensive income
Share of profit of subsidiaries and
associates
Foreign exchange gain, net
Impairment loss on assets

Securities brokerage fee revenue,
net
Loss on disposal of properties and
equipment, net
Other noninterest gain, net

TOTAL NET REVENUE

PROVISIONS
Provision of allowance for doubtful
accounts and provision for losses
on commitments and guarantees
OPERATING EXPENSES
Employee benefit expense
Depreciation and amortization
Others

Total operating expenses
2022
Amount
%
$ 14,885,912 111
4,978,798
37

9,907,114
74


3,327,946 25
(296,501) (2)
772,231
6
155,959
1
537,072
4
(1,269,245) (9)
190,882
1
(4,563)
-
26,150

-

13,347,045
100

481,754

4

3,971,685 30
780,288
6
3,619,814
27

8,371,787
63
(Continued)
Percentag
e Increase
2021
(Decrease)
Amount
%
%
$ 11,537,639 81
29
2,863,330
20
74
8,674,309
61
14

3,064,775 22
9

557,486
4 (153)

875,982
6
(12)

79,960
1
95

683,542
5
(21)

(90,697) (1) 1,299

300,193
2
(36)

(1,193)
-
282
20,858

-
25
14,165,215
100
(6)
776,891

5
(38)

3,979,844 28
-

803,620
6
(3)
3,443,049
24
5
8,226,513
58
2
Percentag
e Increase
(Decrease)


























21

UNION BANK OF TAIWAN

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

INCOME BEFORE INCOME TAX
INCOME TAX EXPENSE

NET INCOME

OTHER COMPREHENSIVE
INCOME (LOSS)
Items that will not be reclassified
subsequently to profit or loss:
Remeasurement of defined
benefit plans
Unrealized (loss) gain on
investments in equity
instrument at fair value
through other comprehensive
income

Share of the other comprehensive
income (loss) of subsidiaries
and associates accounted for
using the equity method
Income tax relating to items that
will not be reclassified
subsequently to profit or loss
Items that will not be
reclassified subsequently to
profit or loss, net of income
tax

Items that may be reclassified
subsequently to profit or loss:
Exchange differences on
translation of the financial
statements of foreign
operations
2022
Amount
%
4,493,504 33
954,434

7

3,539,070
26

(79,907)
-
(1,684,799) (13)
(271,454) (2)
(49,395)

-

(2,085,555)
(15)

1,453,521 11
(Continued)
Percentag
e Increase
2021
(Decrease)
Amount
%
%

5,161,811 37
(13)
698,043

5
37
4,463,768
32
(21)

(940)
- 8,401

1,772,006 12 (195)

540,371
4 (150)
34,734

-
(242)
2,346,171
16
(189)

(361,067) (3)
503
Percentag
e Increase
(Decrease)












22

UNION BANK OF TAIWAN

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Share of other comprehensive
income (loss) of subsidiaries
and associates accounted for
using the equity method
Unrealized loss on investments in
debt instruments at fair value
through other comprehensive
income

Income tax relating to items that
may be reclassified
subsequently to profit or loss
Items that may be reclassified
subsequently to profit or
loss, net of income tax

Other comprehensive income
for the year, net of income
tax

TOTAL COMPREHENSIVE
INCOME (LOSS)

EARNINGS PER SHARE (NEW
TAIWAN DOLLARS; Note 41)

Basic
Diluted
2022
Amount
%
(34,963) (1)
(5,768,822) (43)
(290,704)
(2)

(4,640,968)
(35)

(6,726,523)
(50)

$ (3,187,453)
(24)


$0.85
$0.85
2021

Amount
%

(256,536) (2)

(918,605) (6)
72,213

1

(1,463,995)
(10)
882,176

6

$ 5,345,944
38

$1.11
$1.11
Percentag
e Increase
(Decrease)











%

(86)

528
(503)
217
(862)
(160)

Chairman: Lin Jeff Manager: Xu Weiwen Accounting Head: Lu Wenjuan

23

UNION BANK OF TAIWAN

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2021

Appropriation of the 2020 earnings
Legal reserve
Cash dividends on preference shares
Stock dividends on common shares
Net income for the year ended December 31, 2021
Other comprehensive income for the year ended December
31, 2021
Share-based payment
Changes in ownership interests in subsidiaries
Disposal of investments in equity instruments designated as
at fair value through other comprehensive income

BALANCE AT DECEMBER 31, 2021

Appropriation of the 2021 earnings
Legal reserve
Cash dividends on common shares
Cash dividends on preference shares
Stock dividends on common shares
Net income for the year ended December 31, 2022
Other comprehensive income for the year ended December
31, 2022
Share-based payment
Disposal of investments in equity instruments designated as
at fair value through other comprehensive income

BALANCE AT DECEMBER 31, 2022
**Share Capital ** Capital
Total
Surplus
Legal Reserve
$ 32,933,688 $ 8,040,035 $ 7,883,630

-
-
1,041,070

-
-
-

1,951,916
-
-

-
-
-

-
-
-

66,583
5,659
-

-
6,290
-

-

-

-

34,952,187
8,051,984
8,924,700

-
-
1,665,178

-
-
-

-
-
-

2,916,269
-
-

-
-
-

-
-
-

72,004
24,842
-

-

-

-

$ 37,940,460
$ 8,076,826
$ 10,589,878

Manager: Xu Weiwen
Retained Earnings




Ordinary
Shares
Preference
Shares
$ 30,933,688 $ 2,000,000
-
-
-
-
1,951,916
-
-
-
-
-
66,583
-
-
-

-

-

32,952,187
2,000,000
-
-
-
-
-
-
2,916,269
-
-
-
-
-
72,004
-

-

-

$ 35,940,460
$ 2,000,000

Chairman:Lin Jeff

The accompanying notes are an integral part of the financial statements

24

UNION BANK OF TAIWAN STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Depreciation expense
Amortization expense
Expected credit losses/provision of allowance for doubtful accounts
Loss (gain) on disposal of financial assets at fair value through
profit or loss
Interest expense
Interest revenue

Dividend income
Share of profit of subsidiaries and associates
Gain on disposal of associates
Loss on disposal of properties and equipment
Gain on disposal of investments
Impairment loss recognized on financial assets
Reversal of impairment loss on financial assets
Impairment loss on nonfinancial asset
Reversal of impairment loss on nonfinancial asset
Gain on disposal of collaterals
Changes in operating assets and liabilities
Due from the Central Bank and call loans to banks
Financial assets at fair value through profit or loss

Financial assets at fair value through other comprehensive income

Investments in debt instruments at amortized cost

Receivables
Discounts and loans

Other financial assets
Deposits from the Central Bank and other banks

Financial liabilities at fair value through profit or loss
Securities sold under repurchase agreements

Payables

Deposits and remittances

Other financial liabilities
Provision for employee benefits

Cash used in operations activities

Interest received

Dividend received
Interest paid

Income tax paid

Net cash used in operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of associates
2022
$ 4,493,504
694,405
85,883
481,754
339,993
4,978,798
(14,885,912)
(735,418)
(155,959)
-
4,563
(80,305)
1,279,572
(8,219)
-
(2,108)
1,008
4,928,795
19,598,792
(6,722,782)
(5,181,515)
(852,188)
(35,634,450)
90,959
(4,505,418)
(985,460)
(16,981,149)
(1,247,349)
37,919,522
(6,446)
(79,905)

(13,167,035)
14,668,232
773,079
(4,755,768)
(735,554)

(3,217,046)

(481,394)
2021
$ 5,161,811

717,519

86,101

776,891

(503,731)

2,863,330
(11,537,639)

(564,470)

(73,295)

(6,665)

1,193

(365,267)

22,479

-

68,935

(717)

240
(5,227,313)
(10,444,144)
(6,599,533)
13,084,558
(2,499,589)
(70,149,182)

2,926,067
(2,646,550)

(628,402)

6,851,580

2,827,518
64,556,091

(108,915)
(940)
(11,412,039)
11,575,870

586,800
(2,894,026)
(342,995)
(2,486,390)

(357,844)

25

UNION BANK OF TAIWAN

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

Disposal of associates
Payments for properties and equipment
Decrease in settlement fund
Increase in refundable deposits
Payments for intangible assets
Proceeds from disposal of collaterals
Decrease in other assets

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Increase in due to Central Bank and other banks
Decrease in due to Central Bank and other banks

Proceeds from issue of bank debentures
Repayments of bank debentures

Proceeds from guarantee deposits received
Decrease in guarantee deposits received
Repayment of the principal portion of lease liabilities
Decrease in other liabilities
Dividends paid

Net cash generated from (used in) financing activities

EFFECTS OF EXCHANGE RATE CHANGES ON THE
BALANCE OF CASH HELD IN FOREIGN CURRENCIES

NET 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
(Continued)
2022
2021
-
45,007
(546,522)
(345,503)
(324)
(3,386)
(969,725)
(248,099)
(53,488)
(50,332)
1,100
477
69,127

32,832
(1,981,226)

(926,848)
-
2,954,670
(6,741,390)
-
-
3,000,000
(2,700,000) (2,500,000)
-
4,164
(30,918)
-
(432,733)
(437,403)
(196,937)
(133,357)
(974,282)

(480,000)
(11,076,260)

2,408,074
1,301,740

(498,314)
(14,972,792) (1,503,478)
70,510,829
72,014,307
$ 55,538,037
$ 70,510,829

26

UNION BANK OF TAIWAN

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (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, 2022 and 2021:

Cash and cash equivalents in balance sheets

Securities purchased under agreements to resell that meet the
definition of cash and cash equivalents in IAS 7

Cash and cash equivalents in statements of cash flows
**December 31 ** **December 31 **


2022
$ 11,806,105
43,731,932

$ 55,538,037
2021
$ 12,822,394
57,688,435
$ 70,510,829

Chairman: Lin Jeff Manager: Xu Weiwen Accounting Head: Lu Wenjuan

27

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Stockholders Union Bank of Taiwan

Opinion

We have audited the accompanying consolidated financial statements of Union Bank of Taiwan (the “Bank”) and its subsidiaries (collectively, the “Company”), which comprise the consolidated balance sheets as of December 31, 2022 and 2021, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2022 and 2021, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Public Banks, Regulations Governing the Preparation of Financial Reports by Securities Firms, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2022. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matters of the Company’s consolidated financial statements for the year ended December 31, 2022 are described as follows:

Assessment of the Impairment of Discounts and Loans

As of December 31, 2022, the net amount of discounts and loans of the Company was approximately 63% of total consolidated assets, and was considered material to the financial statements as a whole. Refer to Note 14 to the consolidated financial statements. The Company’s management perform loan impairment assessment that involves making critical judgments on accounting estimates and assumptions; therefore, we determined allowance for possible losses on discounts and loans as a key audit matter for the year ended December 31, 2022.

The Company’s management periodically perform loan impairment assessment that requires making judgments to measure loss allowance at an amount equal to expected credit losses. Besides assessing expected credit losses of loans in accordance with IFRS 9 “Financial Instruments” , The Company’s management complies with the Regulations Governing the Procedures for Banking Institutions to Evaluate Assets and Deal with

28

Non-performing/Non-accrual Loans and related regulations when assessing classification of credit assets and recognizing allowance for possible losses.

For the accounting policies and relevant information on loan impairment assessment, refer to Notes 4, 5 and 14 to the consolidated financial statements.

The main audit procedures we performed in response to certain aspects of the key audit matter described above were as follows:

  1. We obtained an understanding of the relevant internal controls in respect of the Bank’s loan impairment assessment and tested the operating effectiveness of such controls.

  2. We tested the classification of credit assets in accordance with relevant regulations issued by management and authorities. In addition, we calculated the required provision of allowance for possible losses on loans in order to assess whether the recognized amount complied with the regulations.

  3. We assessed the reasonableness and consistency of the methodology applied by management in the calculation of expected credit losses; we tested the completeness of the loans and the accuracy of the calculation of expected credit losses for selected loans.

Other Matter

We have also audited the separate financial statements of Union Bank of Taiwan as of and for the years ended December 31, 2022 and 2021 on which we have issued an unmodified opinion.

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

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

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

Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

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

  1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures

29

responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  1. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

  2. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  3. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  4. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  5. Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2022 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audits resulting in this independent auditors’ report are Kuan-Hao Lee and Chen-Hsiu Yang.

Deloitte & Touche Taipei, Taiwan Republic of China

March 15, 2023

30

UNION BANK OF TAIWAN AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2022 AND 2021

(In Thousands of New Taiwan Dollars)

ASSETS
CASH AND CASH EQUIVALENTS
DUE FROM THE CENTRAL BANK AND CALL LOANS TO OTHER BANKS
FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
INVESTMENTS IN DEBT INSTRUMENTS AT AMORTIZED COST
SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL
RECEIVABLES, NET
CURRENT TAX ASSETS
DISCOUNTS AND LOANS, NET
INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD, NET
OTHER FINANCIAL ASSETS, NET
PROPERTY AND EQUIPMENT, NET
RIGHT-OF-USE ASSETS
INVESTMENT PROPERTIES, NET
GOODWILL
COMPUTER SOFTWARE
DEFERRED TAX ASSETS
OTHER ASSETS, NET
TOTAL
LIABILITIES AND EQUITY

DEPOSITS FROM THE CENTRAL BANK AND OTHER BANKS
DUE TO THE CENTRAL BANK AND OTHER BANKS
FINANCIAL LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS
SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE
PAYABLES
CURRENT TAX LIABILITIES
DEPOSITS AND REMITTANCES
BANK DEBENTURES
BONDS PAYABLE
PREFERRED STOCK LIABILITY
OTHER FINANCIAL LIABILITIES
PROVISIONS
LEASE LIABILITIES
DEFERRED TAX LIABILITIES
OTHER LIABILITIES
Total liabilities
EQUITY ATTRIBUTABLE TO OWNERS OF THE BANK
Share capital
Ordinary shares
Preference shares
Total share capital
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Total retained earnings
Other equity
Total equity attributable to owners of the Bank
NON-CONTROLLING INTERESTS
Total equity
TOTAL
2022
Amount
%
$ 12,598,697
2
24,624,316
3
29,047,342
3
59,513,169
7
82,519,002
10
43,741,945
5
29,180,983
3
1,593
-
528,118,601
63
1,937,259
-
1,638,825
-
12,518,775
2
1,674,658
-
4,803,059
1
1,985,307
-
199,103
-
732,966
-

10,164,333

1
$ 844,999,933
100
$ 5,817,199
1
904,865
-
931,500
-
34,298,607
4
7,256,873
1
660,557
-
707,914,334
84
5,000,000
1
1,001,523
-
375,000
-
10,508,961
1
349,779
-
1,662,565
-
1,819,261
-

3,381,987

1

781,883,011

93
35,940,460
4

2,000,000

-

37,940,460

4

8,076,826

1
10,589,878
1
627,440
-

4,473,399

1

15,690,717

2

(637,581)

-
61,070,422
7

2,046,500

-

63,116,922

7
$ 844,999,933
100
2021


































































Amount
%
$ 13,767,806
2
29,553,111
4
46,643,053
6
61,748,943
7
77,431,542
9
57,721,456
7
27,476,621
3
5,133
-
493,232,510
59
1,993,160
-
1,681,562
-
9,967,221
1
1,908,089
-
4,911,521
1
1,985,307
-
193,019
-
925,832
-

10,443,260

1
$ 841,589,146
100
$ 10,000,142
1
7,142,055
1
495,421
-
51,279,756
6
8,519,964
1
451,475
-
671,382,858
80
7,700,000
1
1,047,276
-
371,500
-
9,784,240
1
382,688
-
1,894,074
-
1,675,426
-

3,597,202

1
775,724,077

92
32,952,187
4

2,000,000

-

34,952,187

4

8,051,984

1
8,924,700
1
627,440
-

6,932,579

1

16,484,719

2

5,646,421

1
65,135,311
8

729,758

-

65,865,069

8
$ 841,589,146
100

Chairman: Lin Jeff Manager: Xu Weiwen Accounting Head: Lu Wenjuan

31

UNION BANK OF TAIWAN AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

NET INTEREST
Interest revenue

Interest expense

Net interest

NET REVENUE OTHER THAN
INTEREST
Commissions and fee revenue, net
(Loss) Gain on financial assets and
liabilities at fair value through
profit or loss
Realized gain on financial assets at
fair value through other
comprehensive income
Share of loss of associates
Foreign exchange gain
Impairment loss on assets

Securities brokerage fee revenue,
net
Rental revenue
Other noninterest gain, net

TOTAL NET REVENUE

PROVISIONS
Provision of allowance for doubtful
accounts and provision for losses
on commitments and guarantees
OPERATING EXPENSES
Employee benefit expense
Depreciation and amortization
Others

Total operating expenses
2022
Amount
%
$ 14,962,590 94
5,120,855
32

9,841,735
62


3,321,684 21
(203,322) (1)
788,478
5
(55,901)
-
547,695
3
(1,269,245) (8)
320,007
2
2,318,359 14
375,849

2

15,985,339
100

499,377

3

4,298,695 27
2,713,880 17
3,923,613
25

10,936,188
69
(Continued)
Percentag
e Increase
2021
(Decrease)
Amount
%
%
$ 11,635,599 70
29
2,973,928
18
72
8,661,671
52
14

3,054,372 18
9

589,123
4 (135)

893,737
5
(12)

(7,490)
-
646

674,680
4
(19)

(153,955) (1)
724

460,999
3
(31)

2,334,323 14
(1)
181,313

1
107
16,688,773
100
(4)
805,824

5
(38)

4,301,694 26
-

2,637,588 16
3
3,733,423
22
5
10,672,705
64
2
Percentag
e Increase
(Decrease)


























32

UNION BANK OF TAIWAN AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

INCOME BEFORE INCOME TAX
INCOME TAX EXPENSE

CONSOLIDATED NET INCOME

OTHER COMPREHENSIVE
INCOME (LOSS)
Items that will not be reclassified
subsequently to profit or loss:
Remeasurement of defined
benefit plans
Unrealized (loss) gain on
investments in equity
instruments at fair value
through other comprehensive
income

Income tax relating to items that
will not be reclassified
subsequently to profit or loss
Items that may be reclassified
subsequently to profit or loss:
Exchange differences on
translation of the financial
statements of foreign
operations
Unrealized loss on investments in
debt instruments at fair value
through other comprehensive
income

Income tax relating to items that
may be reclassified
subsequently to profit or loss
Other comprehensive income
for the year, net of income tax
TOTAL COMPREHENSIVE
INCOME (LOSS)

(Continued)
2022
Amount
%
4,549,774 28
1,008,240

6

3,541,534
22

(77,502) (1)
(1,958,173) (12)

(49,876)
-
1,409,818
9
(5,768,822) (36)
(281,964)
(2)

(6,726,519)
(42)

$ (3,184,985)
(20)
2021

Amount
%

5,210,244 31
746,848

4
4,463,396
27

287
-

2,311,402 14

34,489
-

(681,737) (4)

(918,605) (6)
136,347

1

882,183

5

$ 5,345,579
32
Percentag
e Increase
(Decrease)

















%

(13)
35
(21)
(27,104)
(185)
(245)

307

528
(307)
(862)
(160)

33

UNION BANK OF TAIWAN AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

NET INCOME ATTRIBUTABLE
TO:
Owners of the Bank

Non-controlling interests


TOTAL COMPREHENSIVE
INCOME (LOSS)
ATTRIBUTABLE TO:
Owners of the Bank

Non-controlling interests


EARNINGS PER SHARE (NEW
TAIWAN DOLLARS; Note 46)

Basic
Diluted
2022
Amount
%
$ 3,539,070 22
2,464

-

$ 3,541,534
22

$ (3,187,453) (20)
2,468

-

$ (3,184,985)
(20)


$0.85
$0.85
2021

Amount
%
$ 4,463,768 27
(372)

-
$ 4,463,396
27
$ 5,345,944 32
(365)

-
$ 5,345,579
32

$1.11
$1.11
Percentag
e Increase
(Decrease)












%

(21)
762
(21)
(160)
776
(160)

Chairman: Lin Jeff Manager: Xu Weiwen Accounting Head: Lu Wenjuan

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

34

UNION BANK OF TAIWAN AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)


BALANCE AT JANUARY 1, 2021

Appropriation of the 2020 earnings
Legal reserve
Cash dividends on preference shares
Stock dividends on common shares
Net income for the year ended December
31, 2021
Other comprehensive income for the year
ended December 31, 2021
Non-controlling interests
Share-based payment
Changes in ownership interests in
subsidiaries
Preferred stock liabilities converted to
preferred stock
Disposal of investments in equity
instruments designated as at fair value
through other comprehensive income

BALANCE AT DECEMBER 31, 2021
Appropriation of the 2021 earnings
Legal reserve
Cash dividends on common shares
Cash dividends on preference shares
Stock dividends on common shares
Net income for the year ended December
31, 2022
Other comprehensive income for the year
ended December 31, 2022
Non-controlling interests
Share-based payment
Disposal of investments in equity
instruments designated as at fair value
through other comprehensive income

BALANCE AT DECEMBER 31, 2022
Equity AttributableOwners of theCompany Non-controlling
Total
Interests
$ 60,190,835
$ 1,577

-
-
(480,000 )
-
-
-
4,463,768
(372 )
882,176
7
-
205,205
72,242
-
6,290
(659 )
-
524,000

-

-

65,135,311
729,758
-
-
(494,282 )
-
(480,000 )
-
-
-
3,539,070
2,464

(6,726,523 )
4
-
1,314,274
96,846
-

-

-

$ 61,070,422
$ 2,046,500
Total Equity
$ 60,192,412
-
(480,000 )
-

4,463,396
882,183
205,205
72,242

5,631
524,000

-
65,865,069
-
(494,282 )
(480,000 )
-
3,541,534
(6,726,519 )
1,314,274
96,846

-
$ 63,116,922
Share Capital Total
Capital Surplus
$ 32,933,688
$ 8,040,035

-
-
-
-
1,951,916
-
-
-
-
-
-
-
66,583
5,659
-
6,290
-
-

-

-

34,952,187
8,051,984
-
-
-
-
-
-
2,916,269
-
-
-
-
-
-
-
72,004
24,842

-

-

$ 37,940,460
$ 8,076,826
Retained Earnings Total
$ 13,366,042


-

(480,000 )

(1,951,916 )
4,463,768
228
-
-
-
-

1,086,597

16,484,719

-

(494,282 )

(480,000 )

(2,916,269 )
3,539,070

(62,001 )
-
-

(380,520)

$ 15,690,717
Other Equity Total
$ 5,851,070

-
-
-
-
881,948
-
-
-
-

(1,086,597)

5,646,421
-
-
-
-
-

(6,664,522 )
-
-

380,520

$ (637,581)









Exchange
Differences on
Translation of
the Financial
Statements of
Unrealized
Valuation Gains
(Loss) on
Financial Assets
at Fair Value
Through Other
Foreign
Operations
Comprehensive
Income
$ (1,091,223 ) $ 6,942,293

-
-

-
-

-
-
-
-
(545,390 )
1,427,338
-
-
-
-
-
-
-
-

-

(1,086,597)

(1,636,613 )
7,283,034
-
-

-
-

-
-

-
-
-
-

1,127,854
(7,792,376 )
-
-
-
-

-

380,520

$ (508,759)
$ (128,822)
Ordinary Shares
$ 30,933,688

-
-
1,951,916
-
-
-
66,583
-
-

-

32,952,187
-
-
-
2,916,269
-
-
-
72,004

-

$ 35,940,460
Preference
Shares
$ 2,000,000

-
-
-
-
-
-
-
-
-

-

2,000,000
-
-
-
-
-
-
-
-

-

$ 2,000,000




Legal Reserve
Special Reserve
Unappropriated
Earnings
$ 7,883,630
$ 627,440
$ 4,854,972

1,041,070
-
(1,041,070 )
-
-
(480,000 )
-
-
(1,951,916 )
-
-
4,463,768
-
-
228
-
-
-
-
-
-
-
-
-
-
-
-

-

-

1,086,597

8,924,700
627,440
6,932,579
1,665,178
-
(1,665,178 )
-
-
(494,282 )
-
-
(480,000 )
-
-
(2,916,269 )
-
-
3,539,070
-
-
(62,001 )
-
-
-
-
-
-

-

-

(380,520)

$ 10,589,878
$ 627,440
$ 4,473,399

35

UNION BANK OF TAIWAN AND SUBSIDIARIES CO CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Depreciation expense
Amortization expense
Expected credit losses/provision of allowance for doubtful accounts
Loss (gain) on disposal of financial assets at fair value through
profit or loss
Interest expense
Interest revenue

Dividend income
Share of loss of associates
Gain on disposal of investments on associates
Gain on disposal of properties and equipment
Gain on disposal of investments
impairment loss on financial assets
Reversal of impairment loss on financial assets
Impairment loss on nonfinancial assets
Reversal of impairment loss on nonfinancial assets
Loss on disposal of collaterals
Changes in operating assets and liabilities
Due from the Central Bank and call loans to banks
Financial assets at fair value through profit or loss

Financial assets at fair value through other comprehensive income

Investments in debt instruments at amortized cost

Receivables

Discounts and loans

Other financial assets
Deposits from the Central Bank and other banks

Financial liabilities at fair value through profit or loss
Securities sold under repurchase agreements

Payables

Deposits and remittances

Other financial liabilities
Provision for employee benefits
Other liabilities

Cash generated used in operations activities

Interest received

Dividends received
Interest paid

Income tax paid

Net cash used in operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
2022
$ 4,549,774
2,620,997
92,883
499,377
378,723
5,120,855
(14,962,590)
(751,874)
55,901
-
(77,126)
(80,305)
1,279,572
(8,219)
-
(2,108)
1,008
4,928,795
18,638,526
(6,473,341)
(5,181,515)
(1,064,363)
(35,509,315)
48,938
(3,864,543)
(985,460)
(16,981,149)
(1,491,526)
36,531,476
(6,445)
(75,374)
(278)

(12,768,706)
14,507,752
746,684
(4,750,963)
(790,757)

(3,055,990)
2021
$ 5,210,244

2,544,293

93,295

805,824

(535,113)

2,973,928
(11,635,599)

(582,480)

14,155

(6,665)

(60,210)

(365,267)

22,479

-

132,193

(717)

240
(5,227,313)
(10,308,271)
(6,432,923)
13,084,558
(2,163,779)
(71,090,628)

2,927,936
(2,480,972)

(628,402)

6,851,580

1,037,323
64,522,359

(108,917)

(1,406)
(1,387)
(11,409,642)
11,587,198

582,480
(3,051,101)
(412,045)
(2,703,110)

36

UNION BANK OF TAIWAN AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

Acquisition of associates
Disposal of associates
Acquisition of subsidiary
Payments for properties and equipment

Proceeds from disposal of properties and equipment
Payments for investment properties
Increase in settlement fund
Decrease in settlement fund
Increase in refundable deposits

Payments for intangible assets
Proceeds from disposal of collaterals
Increase in other assets

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Increase in due to Central Bank and other banks

Increase in commercial paper
Repayment of bonds payable
Proceeds from issue of bank debentures

Repayments of bank debentures
Proceeds from issuance of preferred stock liability
Repayments of preferred stock liability
Proceeds from guarantee deposits received
Refund of guarantee deposits received
Repayment of the principal portion of lease liabilities
Decrease in other liabilities
Dividends paid
Preference shares issued by subsidiaries
Changes in non-controlling interests

Net cash generated from (used in) financing activities

EFFECTS OF EXCHANGE RATE CHANGES ON THE
BALANCE OF CASH HELD IN FOREIGN CURRENCIES

NET 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
2022
-
-
-
(2,116,964)
1
(11,214)
-
(324)
(1,025,315)
(98,967)
1,100
(1,146,252)

(4,397,935)

(6,545,390)
731,167
(10,224)
(2,700,000)
-
375,000
(371,500)
-
(111,977)
(482,985)
(147,849)
(974,282)
1,314,000
274

(8,923,766)

1,229,071

(15,148,620)
71,489,262

$ 56,340,642
(Continued)
2021

(497,844)

45,007

(245,440)

(365,463)

75

(18,663)

(3,387)

-

(243,477)

(57,808)

477
(2,167,885)
(3,554,408)

3,355,335

2,472,996

(227,062)

3,000,000
(2,500,000)

371,500

-

130,395

-

(470,599)

(225,756)

(480,000)

-
168,410
5,595,219
(721,350)
(1,383,649)
72,872,911
$ 71,489,262

37

UNION BANK OF TAIWAN AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (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, 2022 and 2021:

Cash and cash equivalents in the consolidated balance sheets

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 **


2022
$ 12,598,697
43,741,945

$ 56,340,642
2021
$ 13,767,806
57,721,456
$ 71,489,262

Chairman: Lin Jeff Manager: Xu Weiwen Accounting Head: Lu Wenjuan

38

Attachment

Union Bank of Taiwan

2022 Profit Distribution Table Unit: NT$

Item Item Amount Amount






Beginning Undistributed Profit 1,376,850,321
Surplus after tax for the currentperiod 3,539,070,075
Determine the remeasurement amount of the
welfare plan and recognize it in the
retained surplus
(62,001,427)
Disposal of equity instruments at fair value
through other comprehensive income
(380,519,521)
Provide the statutory surplus reserve for the
year
(928,964,738)
Withdrawal of the special surplus reserve for
theyear
(129,596,576)
Current surplus available for distribution 3,414,838,134
Assign items
Special stock dividend (annual rate 4.8%)
Common stock dividend (NT$0.6per share)
(480,000,000)
(2,156,427,617)

(2,636,427,617)
Undistributed profit 778,410,517

Notes:

According to the Ministry of Finance's 1998.04.30 fiscal and taxation No. 871941343, when the surplus is distributed, it should be identified by individual identification. This surplus distribution will give priority to the surplus of 2022..

Chairman: Lin Jeff Manager: Xu Weiwen Accounting Head: Lu Wenjuan

39

Attachment

Articles of Association

Table of Comparison Clauses Before and After Amendment

Clause after Amendment

Article 5-1

The rights and obligations of the Bank's
special shares and other important
issuance conditions are as follows:
(slightly)
2. Dividends for special shares are
subject to an annual rate of 8% as the
upper limit, and are calculated based on
the issue price per share. Dividends can
be paid in cash once a year. After the
annual general meeting of shareholders
approves the financial report and profit
distribution, the board of directors will
determine the base date before the
payment. Annual dividends payable. The
number of dividends paid in the year of
issuance and the year of recovery shall be
calculated based on the actual number of
days of issuance in that year.
(abbreviated below)
Article 37
The bank's fiscal year begins on January
1 of each year and ends on December 31 of
the same year. After the end of each fiscal
year, the following list should be
prepared, and after review by the board of
directors, it should be submitted to the
audit committee or an accountant
appointed by it for review 30 days before
the regular meeting of shareholders, and
then submitted to the regular meeting of
shareholders for approval. Within 15 days
after the approval at the general meeting
of shareholders, the report shall be
submitted to the central competent
authority and the central bank for
reference, and the financial statements
shall be announced.
(abbreviated below)
Article 39

Clause before Amendment

Article 5-1

The rights and obligations of the Bank's
special shares and other important
issuance conditions are as follows:
(slightly)
2. Dividends for special shares shall be
capped at 8% per annum and calculated
based on the issue price per share.
Dividends may be distributed in cash in
accordance with the bank's half-fiscal
year and annual profit distribution.
Dividends shall be paid on a base date
determined by the board of directors. The
number of dividends paid in the year of
issuance and the year of recovery shall be
calculated based on the actual number of
days of issuance in that year.
(abbreviated below)

Article 37

The bank's fiscal year begins on January
1 of each year and ends on December 31 of
the same year. After the end of each fiscal
year, the following list should be
prepared, and after review by the board of
directors, it should be submitted to the
audit committee or an accountant
appointed by it for review 30 days before
the regular meeting of shareholders, and
then submitted to the regular meeting of
shareholders for approval. Within 15 days
after the approval at the general meeting
of shareholders, it shall be reported to
the central competent authority and the
central bank for reference, and the
balance sheet shall be announced.
(abbreviated below)

Article 39

Remarks

Because the FSC explained that the bank's
profit distribution should be recognized
by the shareholders' meeting in
accordance with Article 49 of the Banking
Law, and Article 240, Item 5 of the Company
Law is not applicable. Regulations on
profit distribution after the end of each
quarter or semi-annual period shall be
revised in cooperation with the competent
authority.
In order to meet the actual operation
situation, the text has been revised.
If there is a surplus in the bank's annual If there is a surplus in the bank's annual Item 2 of Article 39 is deleted, and the
final accounts, in addition to paying final accounts, in addition to paying reason for the amendment is the same as
income tax according to law, it should income tax according to law, it should that of Article 5-1.
first make up for the previous year's first make up for the previous year's
losses, and then set aside 30% as a losses, and then set aside 30% as a
statutory surplus reserve. Then, based on statutory surplus reserve. Then, based on
the balance and the accumulated the balance and the accumulated
undistributed earnings of the previous undistributed earnings of the previous
year, the board of directors will prepare year, the board of directors will prepare
a surplus distribution proposal and a surplus distribution proposal and
submit it to the shareholders' meeting for submit it to the shareholders' meeting for
a resolution on the distribution of a resolution on the distribution of
dividends and bonuses. dividends and bonuses.
(Second item deleted)

40

Clause after Amendment Clause before Amendment Remarks
The distribution of dividends and the
types of bonuses shall be determined by
the board of directors in accordance with
the current financial situation, future
profit status and the Bank's capital
budget planning, and the ratio of cash or
stocks to be distributed. In principle, if
the ratio of the bank's own capital to risk
assets after distribution is lower than
the ratio stipulated by the competent
authority plus one percentage point, it
can give priority to the distribution of
stock dividends; before the statutory
surplus reserve reaches the total
capital, the highest cash surplus
distribution , shall not exceed 15% of the
total capital.
When distributing the surplus in the
preceding paragraph, statutory surplus
reserve and capital reserve by issuing new
shares, a special resolution shall be
submitted to the shareholders' meeting;
for distribution in cash, the
distribution shall be authorized by the
board of directors with more than
two-thirds of the directors present and a
resolution of more than half of the
directors present. and report to the
shareholders meeting.
The distribution of dividends and the
types of bonuses shall be determined by
the board of directors in accordance with
the current financial situation, future
profit status and the Bank's capital
budget planning, and the ratio of cash or
stocks to be distributed. In principle, if
the ratio of the bank's own capital to risk
assets after distribution is lower than
the ratio stipulated by the competent
authority plus one percentage point, it
can give priority to the distribution of
stock dividends; before the statutory
surplus reserve reaches the total
capital, the highest cash surplus
distribution , shall not exceed 15% of the
total capital.
(delete) Article 39-1
At the end of each half of the fiscal
year, the Bank may draw up a proposal
on profit distribution or loss
compensation for the first half of
the fiscal year, which shall be
submitted to the Board of Directors
for resolution together with the
business report and financial
statements after review by the Audit
Committee. When distributing
surplus, in addition to estimating
and retaining tax payables, making up
losses according to law, and setting
aside statutory surplus reserves,
employee remuneration should also be
estimated and retained.
If the distribution of earnings in
the preceding paragraph is by way of
issuing new shares, a special
resolution shall be submitted to the
shareholders' meeting; if cash is
distributed, it shall be resolved by
the board of directors of the Bank.
According to the letter from the FSC, Article
240, Paragraph 5 of the Company Law and
Article 228-1 of the same law are not applicable
to the distribution of cash dividends.
rticle 43
This constitution was established on
August 20, 1990 in the Republic of
China.
(abbreviated below)Amended 26 June
9, 2023.
Article 43
This constitution was established on
August 20, 1990 in the Republic of
China.
(hereinafter omitted).
Add this revision date.

41

" Rules of Procedure for Shareholders' Meeting " Table of Comparison Clauses Before and After Amendment

Clause after Amendment

Article 3,

(previously omitted)

The Bank shall, 30 days before the regular shareholders' meeting or 15 days before the extraordinary shareholders' meeting, submit the notice of the shareholders' meeting, the paper of the power of attorney, the relevant proposals for recognition, discussion, election or dismissal of directors, supervisors, and other proposals. The case and explanatory materials are made into electronic files and sent to the Public Information Observation Station. And 21 days before the regular shareholders' meeting or 15 days before the extraordinary shareholders' meeting, the shareholders' meeting manual and supplementary materials for the meeting, make electronic files and send them to the public information observation station. If the amount reaches NT$10 billion or more, or if the shareholders’ list of shareholders held a regular meeting in the most recent fiscal year and the total shareholding ratio of foreign capital and mainland capital reaches 30% or more, the e-mail should be opened 30 days before the regular shareholders’ meeting is completed. File transfer. Fifteen days before the shareholders' meeting, prepare the manual of the shareholders' meeting and supplementary materials for the meeting for shareholders to request at any time, and display them in the Bank and the professional stock affairs agency appointed by the Bank. On the day of the shareholders’ meeting, the Bank shall provide shareholders with reference to the agenda manual and meeting supplementary materials mentioned in the preceding paragraph in the following ways: 1. When the physical shareholder meeting is held, it shall be issued on the spot of the shareholder meeting. 2. When convening a video-assisted shareholders' meeting, it shall be distributed at the site of the shareholders' meeting and sent to the video conference platform as an electronic file. 3. When convening a video conference, the electronic file shall be sent to the video conference platform. The notification and announcement shall specify the reason for the convening; the notification may be done electronically if the counterparty agrees.(omitted later)

Clause before Amendment

Article 3,

(previously omitted) Thirty days before the regular shareholders' meeting or 15 days before the extraordinary shareholders' meeting, the Bank shall submit the notice of the shareholders' meeting, the power of attorney, the reasons for the proposals, the proposals for discussion, the election or dismissal of directors, and other proposals and explanatory materials. Make an electronic file and send it to the Public Information Observatory. And 21 days before the regular shareholders' meeting or 15 days before the extraordinary shareholders' meeting, the shareholders' meeting manual and supplementary materials for the meeting will be prepared and sent to the public information observation station as electronic files. Fifteen days before the shareholders' meeting, the handbook of the shareholders' meeting and supplementary materials for the meeting shall be prepared for shareholders to request and read at any time, and shall be displayed at the Bank and the professional stock affairs agency appointed by the Bank, and shall be distributed on-site at the shareholders' meeting. The notification and announcement shall specify the reason for the convening; the notification may be done electronically if the counterparty agrees. Appointment or dismissal of directors, change of articles of association, capital reduction, application for cessation of public development, directors' non-competition permit, capital increase from surplus, capital increase from public reserve, company dissolution, merger, division, or the first subparagraphs of Article 185 of the Company Law, Article 26-1 and Article 43-6 of the Securities and Exchange Act, Article 56-1 and Article 60-2 of the Issuer’s Handling Guidelines for Offering and Issuing Securities shall be included in the reason for the call Listing and explaining its main content shall not be proposed as an interim motion; its main content may be placed on the website designated by the securities regulatory authority or the Bank, and its website address shall be specified in the notice. (later omitted)

Remarks

In line with the announcement of the Stock Exchange on March 8, 2022, Article 3 of the "Sample Rules of Procedures for the Shareholders' Meeting of ○○ Co., Ltd." was amended, and the following additions were added:

  1. When the bank's paid-in capital and foreign shareholding ratio reach a certain ratio, it shall complete the transmission of the electronic file of the Proceedings Manual 30 days before the regular shareholders' meeting.

  2. Shareholders' meeting manual and meeting supplementary materials shall be provided to shareholders for reference on the day of the shareholders' meeting in accordance with the meeting format. 3. Edit and delete text as appropriate.

42

Clause after Amendment

Clause before Amendment

Remarks

Article 6,

Article 6,

n line with the announcement of the Stock Exchange on March 8, 2022, the "Sample Rules of Procedures for the Shareholders' Meeting of ○○ Co., Ltd." was amended, and part of the text was deleted as appropriate.

The Bank shall specify in the notice of the meeting the time and location of the acceptance of shareholders, solicitors, and authorized agents (hereinafter referred to as shareholders), and other matters to be noted. (delete)

The Bank shall specify the reporting time, place of reporting, and other matters that should be paid attention to by shareholders, solicitors, and entrusted agents (hereinafter referred to as “shareholders”) in the meeting circular. If the shareholders’ meeting is convened by video conference, it shall record the method for shareholders to participate and exercise their rights, the method of dealing with obstacles caused by force majeure to the video conference platform or to participate in video conference, and the date when the meeting needs to be postponed or continued, and other requirements. Points to note: If a video conference is held, appropriate alternative measures for shareholders who have difficulty participating in video conferences shall be recorded.

The time for accepting shareholder registration in the preceding paragraph shall be handled at least 30 minutes before the meeting starts; the registration office shall be clearly marked, and adequate and competent personnel shall be assigned to handle it; the shareholders meeting video meeting shall be held 30 minutes before the meeting starts at the shareholders meeting The meeting platform accepts registration, and shareholders who complete the registration are deemed to have attended the shareholders' meeting in person. Shareholders should present their attendance certificates, attendance cards or other attendance certificates to attend the shareholders' meeting. The company shall not arbitrarily add other certificates to the certificates that shareholders rely on for attendance; the solicitor who is a solicitation letter of attorney shall bring his or her identity certificate , for verification. The Bank shall set up a signature book for the attendance

Shareholders should present their attendance The time for accepting shareholder registration certificates, attendance cards or other in the preceding paragraph shall be handled at attendance certificates to attend the least 30 minutes before the meeting starts; the shareholders' meeting. The company shall not registration office shall be clearly marked, and arbitrarily add other certificates to the adequate and competent personnel shall be certificates that shareholders rely on for assigned to handle it; the shareholders meeting attendance; the solicitor who is a solicitation video meeting shall be held 30 minutes before letter of attorney shall bring his or her identity the meeting starts at the shareholders meeting certificate , for verification. The meeting platform accepts registration and The Bank shall set up a signature book for the completes the registration attendance East, it is deemed to attend the shareholders' of shareholders to sign in, or the attendance meeting in person. card shall be submitted by the attending The Bank shall set up a signature book for shareholder to sign in. attendance by shareholders themselves or (later omitted) proxies entrusted by shareholders (hereinafter collectively referred to as “shareholders”), or attendance cards shall be submitted by attending shareholders to sign on their behalf. (later omitted) Article 6-1, This article adds In line with the 2022.3.8 announcement of When the Bank holds a shareholders meeting the stock exchange to amend the "Sample via videoconference, it shall specify the Rules of Procedures for Shareholders' Meeting following items in the shareholders meeting of ○○ Co., Ltd.", Article 6-1 is added: convening notice: In order to make shareholders aware of the 1. Shareholders' participation in video relevant rights and restrictions on conferences and methods for exercising their participating in the shareholders' meeting rights. before the shareholders' meeting, it is 2. How to deal with obstacles caused by natural stipulated that important matters should be disasters, accidents, or other force majeure included in the notice of the shareholders' events, including at least the following items: meeting.

  1. How to deal with obstacles caused by natural disasters, accidents, or other force majeure events, including at least the following items: (1) The time at which the meeting must be postponed or continued due to the occurrence of previous obstacles that cannot be eliminated, and the date when the meeting must be postponed or continued.

(2) Shareholders who have not registered to participate in the original shareholders' meeting via video conference shall not participate in the postponed or continued meeting.

(3) To convene a video-assisted shareholders’ meeting, if the video conference cannot be continued, after deducting the number of shares attending the shareholders’ meeting via video conference, the total number of shares attended reaches the statutory quota for the shareholders’ meeting, the shareholders’ meeting should continue and participate in the video conference Shareholders, whose number of shares attended shall be included in the total number of shareholders' shares present, shall

43

Clause after Amendment Clause before Amendment Remarks be deemed to have abstained from voting on all proposals at the shareholders' meeting. (4) How to deal with the situation where all the motions have been announced and no provisional motions have been made.

  1. To convene a video-conference shareholders meeting, which shall specify appropriate alternative measures for shareholders who have difficulty - participating in video conferencing.

Article 8, In line with the announcement of the Stock The Bank shall record and record the whole Exchange on March 8, 2022, Article 8 of the "Sample Rules of Procedures for Shareholders' process of shareholder registration, meeting, Meetings of ○○ Co., Ltd." is amended: voting and vote counting from the time of The additional video conference should be acceptance of shareholder registration. (later continuously and uninterruptedly recorded omitted) and videotaped, and it is also advisable to record and videotape the background operation interface of the video conference. Article 13, The method of voting and counting votes for (previously omitted) proposals held by videoconferences at If the shareholders' meeting is convened by videoconference, after the chairman announces shareholders' meetings has been revised. that the voting is over, the votes shall be counted at one time, and the voting and election results shall be announced. When the Bank convenes a video-assisted shareholders' meeting, shareholders, solicitors, or authorized agents who have registered to attend the shareholders' meeting by videoconference in accordance with the provisions of Article 6, and who wish to attend the physical shareholders' meeting in person, shall, two days before the meeting of the shareholders' meeting, communicate with the Deregistration is done in the same manner as registration; if the deregistration is overdue, the shareholder meeting can only be attended by videoconference.

Article 8,

The Bank shall make continuous and uninterrupted audio and video recordings of the shareholder registration process, meeting process, and vote counting process from the time the shareholder registration process is accepted.

(slightly)

If the shareholders' meeting is held by video conference, the bank should make audio and video recordings of the background operation interface of the video conference platform.

Article 13

(previously omitted)

The counting of votes or election proposals at the shareholders' meeting shall be done in a public place in the shareholders' meeting, and after the counting of votes is completed, the voting results shall be announced on the spot, including the right to count Count and make a record. The Bank convenes a video meeting of the shareholders' meeting. Shareholders who participate in the video conference shall vote on various proposals and election proposals through the video

conference platform after the chairman announces the opening of the meeting. deemed a waiver.

(later omitted)

(later omitted)

Article 14,

Article 14,

In line with the announcement of the stock exchange on March 8, 2022, the "Sample Rules of Procedures for the Shareholders' Meeting of ○○ Co., Ltd." was added and the list of unsuccessful directors and the number of voting rights obtained should be announced on the spot. In line with the announcement of the stock exchange on March 8, 2022, the "Sample Rules of Procedures for the Shareholders' Meeting of ○○ Co., Ltd." has been revised, and the minutes of the meeting should be updated to record the handling method and situation of obstacles to video-based participation and shareholders who have difficulties participating in video-based participation. Alternative measures provided.

When the shareholders' meeting elects directors, it shall follow the relevant election rules stipulated by the Bank, and shall announce the election results on the spot, including the list of elected directors and the number of voting rights they have received, and the list of unsuccessful directors and the number of voting rights they have obtained.

When the shareholders' meeting elects directors, it shall follow the relevant election rules stipulated by the bank, and shall announce the election results on the spot, including the list of elected directors and their voting rights.

(later omitted).

(later omitted)

Article 15,

Article 15,

(previously omitted) (previously omitted) If the shareholders meeting is convened by If the shareholders' meeting is convened by videoconference, in addition to the matters that videoconference, in addition to the matters shall be recorded in accordance with the that shall be recorded in accordance with the provisions of the preceding paragraph, the provisions of the preceding paragraph, the minutes shall also record the start and end time minutes of the meeting shall also record the of the shareholders meeting, the method of start and end time of the shareholders' convening the meeting, the name of the meeting, the method of convening the chairman and the minutes, and records of meeting, the name of the chairman and the events caused by natural disasters, accidents or minutes of the meeting, and the names of the other force majeure. The handling method and shareholders' meeting attended by handling situation when there is an obstacle to videoconference. Shareholders in difficulty the video conferencing platform or shall provide appropriate alternative participation in the form of video. measures and the methods and circumstances The Bank shall hold a video-conference of dealing with obstacles caused by force shareholders meeting, in addition to majeure to the video conferencing platform or

44

Clause after Amendment Clause before Amendment Remarks
complying with the provisions of the
preceding paragraph, and shall specify in the
minutes of meeting that there are alternative
measures provided by shareholders who have
difficulties participating in the
video-conferencingmethod.
participation in video conferencing.
Article 16,
(previously omitted)
When the Bank holds a video conference of
the shareholders' meeting and announces the
meeting, the total number of shareholders'
shares present shall be disclosed on the video
conference platform. The same shall apply if
the total number of shares and voting rights of
shareholders present are counted separately
during themeeting.(lateromitted)
Article 16,
(previously omitted)
When the Bank holds a video conference of
the shareholders' meeting and announces the
meeting, the number of shareholders'
attendance rights shall be disclosed on the
video conference platform. The same applies
to those who count attendance rights
separately during the meeting. (later omitted)
Discretionary text
Article 21,
If the shareholders' meeting is held by video
conference, the Bank may provide shareholders
with a simple connection test before the
meeting, and provide relevant services in real
time before the meeting and during the meeting
to assist in dealing with technical problems in
communication.
If the shareholders' meeting is convened by
videoconference, the chairman shall, when
announcing the opening of the meeting,
separately announce that there is no need to
postpone or continue the meeting except for
the circumstances specified in Item 24, Article
44 of the Standards for the Handling of Stock
Affairs of Public Offering Companies. Before the
adjournment of the meeting, due to natural
disasters, accidents or other force majeure, if
the video conferencing platform or
participation in video conferencing is
obstructed and lasts for more than 30 minutes,
the date of the meeting shall be postponed or
continued within five days, and the company
law does not apply. Article 182.
In the occurrence of the preceding paragraph,
the meeting shall be postponed or continued,
Shareholders who have not registered to
participate in the original shareholders'
meeting via video conference shall not
participate in the postponed or continued
meeting.
The meeting shall be postponed or resumed
according to the provisions of Paragraph 2.
Shareholders who have registered to participate
in the original shareholders' meeting and
completed the registration through video
conference, and those who have not
participated in the postponed or continued
meeting, the number of shares attended at the
original shareholders' meeting, the voting rights
exercised and Voting rights shall be included in
the total number of shares, voting rights and
voting rights of shareholders present at the
postponed or resumed meeting.
When adjourning or adjourning a general
meeting of shareholders in accordance with the
provisions of Paragraph 2, no re-discussion and
resolution is required for proposals that have
completed voting and counting, and announced
the voting results or lists of directors and
supervisors.
When the Bank convenes a video-assisted
shareholders' meeting, and the video
conference cannot be continued under
Article 21,
If the shareholders' meeting is held by
video conference, the Bank may provide
shareholders with a simple connection test
before the meeting, and provide relevant
services in real time before the meeting
and during the meeting to assist in dealing
with technical problems in
communication.
If the shareholders' meeting is convened
by video conference, the chairman shall,
when announcing the opening of the
meeting, announce the date of the meeting
that does not need to be postponed or
continued except for the date stipulated in
Article 44-20 of the Standards for the
Handling of Share Affairs of Publicly
Issued Stock Companies. Article 182.
When adjourning or adjourning a general
meeting of shareholders in accordance
with the provisions of the preceding
paragraph, no re-discussion and
resolution is required for proposals that
have completed voting and counting, and
announced the voting results or the list of
directors and elected candidates.
The bank postpones or continues the
general meeting in accordance with the
provisions of the second paragraph, and
shall follow the provisions listed in the
24th item of Article 44 of the Standards for
the Handling of Share Affairs of Public
Offering Companies, and handle relevant
matters in accordance with the original
date of the shareholders' meeting and the
provisions of each article. Pre-operations,
and shareholders listed in the register of
shareholders whose transfer of ownership
is suspended at the original shareholders'
meeting have the right to attend the
shareholders' meeting.
(later omitted)
In line with the 2022.3.8 announcement
of the stock exchange to amend the
"Sample Rules of Procedures for the
Shareholders' Meeting of○○Co.,
Ltd." to revise the follow-up processing
when the obstacle in the video meeting
of the shareholders' meeting cannot be
eliminated, and the meeting should be
postponed or continued.

45

Clause after Amendment Clause before Amendment Remarks
Paragraph 2, if the total number of shares
present after deducting the number of
shares attending the shareholders'
meeting via video conference still reaches
the statutory quota for the shareholders'
meeting, the shareholders' meeting shall
continue There is no need to postpone or
continue the meeting in accordance with
the provisions of the second paragraph.
In the event that the meeting should
continue as mentioned in the preceding
paragraph, the shareholders who
participate in the shareholders meeting
via video conference shall count the
number of shares present in the total
number of shares of the shareholders
present, but shall be deemed as abstaining
from voting on all the resolutions of the
shareholders meeting.
The Bank shall postpone or continue the
general meeting in accordance with the
provisions of the second paragraph, and
shall follow the provisions listed in Article
44-27 of the Standards for the Handling of
Share Affairs of Public Offering
Companies, and handle relevant matters
in accordance with the original date of the
general meeting of shareholders and the
provisions of each article. Preliminary
work.(later omitted)

Attached table: revision history

1 Established on December 10,1991 Passed bythe Foundingmeeting
2 Amended on April 20, 1998 Passed by the shareholders meeting
3 Amended on April 23,2010 Passed by the shareholdersmeeting
4 Amended onJune 22,2012 Passed bythe shareholders meeting
5 Amended onJune 26,2015 Passed bythe shareholders meeting
6 Amended on May28,2021 Passed by the shareholdersmeeting
7 Amended on May27,2022 Passed by the shareholdersmeeting
8 Amended on June 9, 2023 Passed by the shareholders meeting

46