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

Stock code: 2891

CTBC Financial Holding Co., Ltd.

Handbook for the

2023 Extraordinary General Meeting of Shareholders

Meeting time: 9:00 AM, Sept. 6, 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: The Virtual Meeting Platform of

Taiwan Depository & Clearing

Corporation

(https://stockservices.tdcc.com.tw)

1

Notice to readers

For the convenience of readers, "The Handbook for the 2023 Extraordinary 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
II. Meeting Agenda
A. Items for Acceptance (Voting Items)
1. Preferred shares amendment to the 2022 earnings distribution plan	........................ 3
B. Questions and Motions (Voting Items)
III. Attachment
2022 earnings distribution plan	5
IV. Appendices
Appendix 1: The Articles of Incorporation	7
Appendix 2: The Regulations for Shareholders' Meetings	18
Appendix 3: Shares held by the members of the Board of Directors	31

1

Notice to readers

For the convenience of readers, "The Handbook for the 2023 Extraordinary 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, Sept. 6, 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 for Acceptance
4. Questions and Motions
5. Adjournment

2

Notice to readers

For the convenience of readers, "The Handbook for the 2023 Extraordinary 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 for Acceptance (Voting Items)

Proposal 1: Preferred shares amendment to the 2022 earnings distribution plan

Explanatory notes:

1. The 2022 earnings distribution plan was approved at the Annual General Meeting of Shareholders on June 16, 2023. However, the existing Articles of Incorporation was ambiguously worded regarding whether preferred share dividends can be distributed out of cumulative undistributed earnings. Therefore, it was stipulated in the 2022 earnings distribution plan that the preferred share dividends would tentatively not be distributed. Given that an amendment to the Articles of Incorporation was approved at the same Annual General Meeting of Shareholders on June 16, 2023, the Board of Directors has approved the distribution of preferred share dividends in accordance with the newly amended Articles of Incorporation and related regulations.
2. 1. Dividends on preferred shares:
      The Company has issued a total of 333,330,000 preferred shares B and will distribute preferred share B dividends totaling NT$749,992,500, calculated at a subscription price of NT$60 per share and a dividend rate of 3.75% per annum. The Company has issued a total of 166,660,000 preferred shares C and will distribute preferred share C dividends totaling NT$319,987,200, calculated at a subscription price of NT$60 per share and a dividend rate of 3.2% per annum.
   2. Please refer to the Attachmentfor the 2022 earnings distribution plan (including the preferred share dividends).
3. Cash dividends on preferred shares shall be allocated to individual shareholders by rounding down to the nearest NT$1 (decimals are not taken into account), and the sum of all fractional dividends less than NT$1 shall be recognized as other income of the Company.
4. After the proposal has been discussed and approved by the Extraordinary General Meeting of Shareholders, the Board of Directors is authorized to set the record date for distributing the preferred share cash dividends and to handle other relevant distribution matters.
5. This proposal was approved at the 22nd meeting of the eighth term of the Board of Directors.

Resolution:

3

Notice to readers

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

B. Questions and Motions (Voting Items)

4