CTBC Financial : Minutes of the 2022 Annual General Meeting of Shareholders

Stock code:2891

CTBC Financial Holding Co., Ltd.

Minutes of the 2022

Annual General Meeting of Shareholders

Notice to readers

For the convenience of readers, "The Minutes of the 2022 Annual General Meeting of Shareholders" has been translated into English from the original Chinese version. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language shall prevail.

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• Meeting time: 9:00 am, June 17, 2022
• Place: B2, The Sheraton Grand Ballroom, Sheraton Grand Taipei Hotel, No. 12, Sec. 1, Zhongxiao East Rd., Zhongzheng Dist., Taipei, Taiwan (R.O.C.)
• Total outstanding shares of CTBC Holding: 19,496,989,569 shares
• Total shares represented by shareholders present ： 17,504,295,150 shares (including 11,156,466,990 shares represented by shareholders exercising voting rights electronically)
• Percentage of shares held by shareholders present: 89.77%
• Directors in attendance: Wen-Long Yen, Thomas K.S. Chen , Sheng-Yung Yang,

Shih-Chieh Chang, Chih-Cheng Wang

• Non-votingdelegates:Senior Executive Vice President James Chen, Chief Financial Officer Ya-Ling Chiu, Head of Legal Department Wei-Hsiang Tang, Accounting Officer Sting Yang,
  Chief Risk Officer Chih-Chung Huang, Pai-Hung Yeh (Taiwan Life Chief Strategy Officer),
  Edgar Y. Chen, Vincent Lin (Tsar&Tsai Law Firm lawyers), Chun-Kuang Chen, Lin Wu (KPMG accountants)
• Chairman: Wen-Long Yen
• Minute taker: Yi-Chen Shen
• The aggregate shareholding of the shareholders present constituted a quorum.
• The Chairman called the meeting to order.

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A. Items to Report (Non-voting Items)

Proposal 1: 2021 Business Report

Explanatory note: Please refer to Attachment 1for the 2021 Business Report.

Proposal 2: 2021 Audit Committee Report and communication between the Audit Committee and the Chief Auditor

Explanatory notes:

a.Please refer to Attachment 2for the 2021 Audit Committee Report.

b.Please see "Communication between independent directors and the Chief Auditor" on the Company website for details of discussions between the Audit Committee and the Chief Auditor. Website: http://ir.ctbcholding.com/html/gov_committees.php

Proposal 3: 2021 report on employee and director remuneration distribution

Explanatory notes:

1. Pursuant to the provisions of Article 29 of the Articles of Incorporation (i.e., "If the Company makes a profit for a year (i.e., pre-tax profit before deducting the distributed employees' compensation and director compensation), and after accumulated losses are deducted, 0.05% and no more than 0.7% of any remaining balance shall be allocated to employees' compensation and director compensation, respectively"), based on the pre-tax profit of NT$54,942,469,511 for 2021 before the deduction of employee and director remuneration, the Company will allocate 0.05%, representing NT$27,471,235, as employee remuneration and 0.66%, representing NT$362,620,299, as director remuneration.
2. The aforementioned 2021 employee and director remuneration shall be fully issued in cash.
3. This proposal was approved at the 50th meeting of the seventh term of the Board of Directors.

Proposal 4: Matters relating to the unsecured corporate bonds issued in 2022

Explanatory notes:

1. Pursuant to the provision of paragraph 1 of Article 246 of the Company Act, the Company shall report the reasons for issuing corporate bonds and relevant matters thereof to the shareholders' meeting.
2. On Nov. 19, 2021, the Board approved a maximum total issuance amount of NT$15 billion in unsecured corporate bonds, to be issued in one or multiple stages, depending on market conditions. Of that amount, the Company issued NT$10.3 billion in unsecured corporate bonds to repay outstanding debt, bonds that matured in 2022, and commercial paper loans. The major terms and conditions and other relevant matters of the issuance are as follows:

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Item	CTBC Financial Holding Co., Ltd.
2022-1 unsecured corporate bonds in 2022

Date of resolution	Resolution passed at the 44th meeting of the 7th term of the Board
by Board of	of Directors on Nov. 19, 2021
Directors
Approval No. of	Letter No. Zheng-Gui-Zhai-Zi-1000143791
competent authority
Issue date	Jan. 21, 2022
	NT$10.3 billion
Total amount of the	Tranche A: NT$1.5 billion
issue	Tranche B: NT$4.8 billion
	Tranche C: NT$4.0 billion
	Tranche A: 3 years
Issue term	Tranche B: 7 years
	Tranche C: 10 years
Issue price	100% of par value
Face value	NT$10 million
	Tranche A: Fixed at 0.62% per annum
Coupon rate	Tranche B: Fixed at 0.70% per annum
	Tranche C: Fixed at 0.80% per annum
	Interest shall be calculated from the issue date and paid once a
	year based on annual simple rate. The interest is paid by rounding
Interest calculation	to nearest NTD for each NTD10 million in principal amount, the
and payment	amount less than one dollar will be rounded off. If payment date is
not a business day of Taipei's banks, the principal and interest
method
should be paid on the next business day, and no extra interest will
	be paid. If the principal and interest are received later than the
	payment date, no delay interest will be paid.
Method for
repayment of	Redeemed upon maturity in one lump sum payment
principal
Method for
redemption or	None
advance repayment
Trustee	Bank SinoPac Co., Ltd.
Payment agent	CTBC Bank Co., Ltd.
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Item

Forms of bonds

Guaranty

Qualified buyers

CTBC Financial Holding Co., Ltd.

2022-1 unsecured corporate bonds in 2022

No physical certificates will be issued and the bonds shall be registered with the Taiwan Depository & Clearing Corporation.

Senior Unsecured Corporate Bond

Qualified buyers are restricted to professional investors as defined in the Taipei Exchange Rules Governing Management of Foreign Currency Denominated International Bonds.

Repayment priority The priority of the bondholders is the same as that of the other unsecured creditors of the Company.

Issuing and OTC	Listed in Taipei Exchange on Jan. 21, 2022
listing location
Other	None

B. Items for Acceptance (Voting Items)

Proposal 5: 2021 Business Report, Independent Auditors' Report, and Financial Statements

Explanatory note: The financial statements of the Company for 2021 were approved at the 48th, 49th, and 50th meetings of the seventh term of the Board of Directors and duly reviewed by the Audit Committee. Please refer to Attachment 1for the Business Report and Appendix 1for the Independent Auditors' Report and Financial Statements.

Voting resolution: Shares represented at the time of voting: 17,504,292,020;

votes in favor: 15,153,748,395/86.57% (including 9,117,889,648 votes cast electronically);

votes against: 5,225,806/0.02%(including 5,225,806 votes cast electronically);

invalid votes: 0/0.00%;

abstentions/no votes: 2,345,317,819/13.39% (including 2,033,351,536 votes cast electronically)

Resolution: The above proposal was thereby approved as proposed.

Proposal 6: 2021 earnings distribution plan

Explanatory notes:

1. Please refer to Attachment 3for the 2021 earnings distribution plan.
2. The Company's net income for fiscal year 2021 was NT$54,204,958,059. Pursuant to Letter

No. Jing-Shang-Zih-10802432410, a 10% legal reserve of NT$5,372,376,991 is set aside,

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