CTBC Financial : Minutes of the 2023 Annual General Meeting of Shareholders

Stock code: 2891

CTBC Financial Holding Co., Ltd.

Minutes of the 2023

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.

• Meeting time：9:00 am, June 16, 2023
• Place：12F., The Grand Ballroom, The Grand Hotel, No. 1, Zhongshan N. Rd., Sec. 4, Taipei, Taiwan, R.O.C.
• Meeting type：Hybrid shareholders' meeting
• Total outstanding shares of CTBC Holding：20,083,790,786 shares
• Total shares represented by shareholders present ： 17,703,933,986 shares (including 11,597,906,358 shares represented by shareholders exercising voting rights electronically)
• Percentage of shares held by shareholders present：88.15%
• Directors in attendance：Wen-Long Yen,Thomas K.S.Chen,Chun-Ko Chen,

Sheng-YungYang,Cheung-ChunLau,Wen-YenHsu,Chung-Hui Jih

• Non-votingdelegates：President James Chen,

Chief Financial Officer Megan Hsu,

Accounting Officer Sting Yang,

Chief Risk Officer Chih-Chung Huang,

Wen Te Chien(CTBC Bank Legal Vice president),

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: 2022 Business Report

Explanatory note: Please refer to Attachment 1for the 2022 Business Report.

Proposal 2: 2022 Audit Committee Report and communication between the Audit Committee and the Chief Auditor

Explanatory notes:

a. Please refer to Attachment 2for the 2022 Audit Committee Report.

b.Please see "Communication between independent directors and the CPAs/Chief Auditor for the most recent year" on the Company website for details of discussions between the Audit Committee and the Chief Auditor.

Website:https://ir.ctbcholding.com/html/gov_audit_committee.php

Proposal 3: 2022 report on employee and director remuneration distribution

Explanatory notes:

a.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$34,400,652,771 for 2022 before the deduction of employee and director remuneration, the Company will allocate 0.05%, representing NT$17,200,326, as employee remuneration and 0.66%, representing NT$227,044,308, as director remuneration.

b.The aforementioned 2022 employee and director remuneration shall be fully issued in cash. c.This proposal was approved at the 18th meeting of the eighth term of the Board of Directors.

Proposal 4:Matters relating to the 2022-2 unsecured corporate bonds issued in 2022 of NT$3.7 billion

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. Of that amount, the Company issued a total of NT$14 billion in unsecured corporate bonds, including 2022-1

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unsecured corporate bonds of NT$10.3 billion and 2022-2 unsecured corporate bonds of NT$3.7 billion. Matters relating to the 2022-1 unsecured corporate bonds were reported at the 2022 Annual General Meeting of Shareholders; thus, the major terms and conditions and relevant matters relating to the 2022-2 unsecured corporate bonds of NT$3.7 billion, which are issued to repay the commercial papers, shall be disclosed this time as follows. After comprehensive consideration of the overall capital requirements and the allocation of short- and long-term liabilities, it was decided that the remaining NT$1 billion will not be issued.

Item	CTBC Financial Holding Co., Ltd.
2022-2 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-11100052181, dated June 7, 2022
competent authority
Issue date	June 14, 2023
Total amount of the	NT$3.7 billion
issue
Issue term	5 years
Issue price	100% of par value
Face value	NT$10 million
Coupon rate	Fixed at 1.60% per annum
	Interest will be calculated from the issue date and paid once a year
	based on an annual simple rate. The interest is paid by rounding to
Interest calculation	nearest NTD for each NT$10 million in the principal amount; an
and payment	amount less than one dollar will be rounded off. If the payment
date is not a business day of Taipei's banks, the principal and
method
interest will 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	None

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Item	CTBC Financial Holding Co., Ltd.
2022-2 unsecured corporate bonds in 2022

Trustee	Bank SinoPac Co., Ltd.
Payment agent	CTBC Bank Co., Ltd.
Forms of bonds	No physical certificates will be issued and the bonds will be
registered with the Taiwan Depository & Clearing Corporation.
Guaranty	Senior unsecured corporate bond
	Qualified buyers are restricted to professional investors as defined
Qualified buyers	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 June 14, 2023
listing location
Other	None

B. Items for Acceptance (Voting Items)

Proposal 5: 2022 Business Report, Independent Auditors' Report, and Financial Statements

Explanatory note: The financial statements of the Company for 2022 were approved at the 16th and 18th meetings of the eighth 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	Votes in favor	Votes against	Invalid votes	Abstentions/no
votes
represented at the
time of voting	Shares	%	Shares	Shares	Shares
	15,832,437,538	91.82%	4,483,548	4,673	1,404,542,551
17,241,468,310		Including votes cast electronically

9,749,811,660

4,479,548

0

1,400,906,663

Resolution: The above proposal was thereby approved as proposed.

Proposal 6: 2022 earnings distribution plan

Explanatory notes:

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