CTBC Financial : Handbook for the 2023 Annual General Meeting of Shareholders

Stock code: 2891

CTBC Financial Holding Co., Ltd.

Handbook for the

2023 Annual General Meeting of Shareholders

Meeting time: 9:00 AM, June 16, 2023

Location: 12F., The Grand Ballroom, The Grand Hotel, No. 1, Zhongshan N. Rd., Sec. 4, Taipei, Taiwan, R.O.C.

Meeting type: Hybrid shareholders' meeting

Virtual Meeting Platform：Adopt the Virtual Meeting Platform of Taiwan Depository & Clearing Corporation (TDCC)

【https://www.stockvote.com.tw】

Notice to readers

For the convenience of readers, "The Handbook for the 2023 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.

Table of Contents

I. Meeting Procedure

1. Meeting Agenda

A. Items to Report (Non-voting Items)

1. 2022 Business Report

4

2. 2022 Audit Committee Report and communication between the Audit Committee

and the Chief Auditor	4
3. 2022 report on employee and director remuneration distribution	4

4. Matters relating to the 2022-2 unsecured corporate bonds issued in 2022 of NT$

	3.7 billion	4
B. Items for Acceptance (Voting Items)
5.	2022 Business Report, Independent Auditors' Report, and Financial Statements ..	7
6.	2022 earnings distribution plan	7
C. Items for Discussion (Voting Items)
7.	Amendments to the Articles of Incorporation	9
8.	Approval of issuing 2023 restricted stock awards	9
D. Questions and Motions (Voting Items)

1

Notice to readers

For the convenience of readers, "The Handbook for the 2023 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.

III. Attachments
1.	2022 Business Report	13
2.	2022 Audit Committee Report	19
3.	2022 earnings distribution plan	20

4. Comparison of the original and amended provisions of the Articles of Incorporation . 22

5. 2023 Restricted Stock Awards Regulations	33
IV. Appendices
Appendix 1: The Independent Auditors' Report and Financial Statements	42
Appendix 2: The Articles of Incorporation	56
Appendix 3: The Regulations for Shareholders' Meetings	67
Appendix 4: Shares held by the members of the Board of Directors	80

2

Notice to readers

For the convenience of readers, "The Handbook for the 2023 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 Procedure

Meeting time: 9:00 AM, June 16, 2023

Location: 12F., The Grand Ballroom, The Grand Hotel, No. 1, Zhongshan N. Rd., Sec. 4, Taipei, Taiwan, R.O.C.

1. Call Meeting to Order
2. Chairperson Remarks
3. Items to Report
4. Items for Acceptance
5. Items for Discussion
6. Questions and Motions
7. Adjournment

3

Notice to readers

For the convenience of readers, "The Handbook for the 2023 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.

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:

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

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$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.
2. The aforementioned 2022 employee and director remuneration shall be fully issued in cash.
3. 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

4