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

Stock code: 2891

CTBC Financial Holding Co., Ltd.

Minutes of the 2023

Extraordinary General Meeting of Shareholders

Notice to readers

For the convenience of readers, "The Minutes of 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 time：9:00 AM, Sept. 6, 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：20,083,604,291 shares

•  Total shares represented by shareholders present ： 16,764,034,066 shares (including

  11,415,382,072 shares represented by shareholders exercising voting rights electronically)

•  Percentage of shares held by shareholders present：83.47%

•  Directors in attendance：Chun-Ko Chen,Sheng-Yung Yang,Cheung-Chun Lau,

  Wen-Yen Hsu,Chung-Hui Jih

•  Non-voting delegates：President James Chen,

  Chief Risk Officer Chih-Chung Huang,

  Chief Financial Officer Megan Hsu,

  Accounting Officer Hui-Chien Hsu,

  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,Yi-Jen Chen (KPMG accountants)

•  Chairperson：Sheng-Yung Yang acting on behalf of Acting Chairman Shu-Po Hsu

•  Minute taker：Yi-Chen Shen

•  The aggregate shareholding of the shareholders present constituted a quorum.

•  The Chairman called the meeting to order.

A. Items for Acceptance (Voting Items)

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

Explanatory notes:

a.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.

(a)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.

(b)Please refer to the Attachment for the 2022 earnings distribution plan (including the

preferred share dividends).

• b. 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.

• c. 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.

d.This proposal was approved at the 22nd meeting of the eighth term of the Board of Directors.

Voting resolution:

Shares represented at the time of voting	Votes in favor	Votes against	Invalid votes	Abstentions/no votes
Shares	%	Shares	Shares	Shares
16,763,812,914	15,335,441,856	91.47%	2,874,075	10,000	1,425,486,983
Including votes cast electronically
10,009,792,210	1,176,161	0	1,404,413,701

Resolution: The above proposal was thereby approved as proposed.

D.Questions and Motions (Voting Items): None

E.Adjournment: 10:09 AM

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.

Attachment

CTBC Financial Holding Co., Ltd.

2022 earnings distribution plan

Unit: NT$

Items	Total
Net income for fiscal year 2022	31,278,992,181
Add：Remeasurements of defined benefits plans	387,899,680
Add：Net change of special reserves	4,285,518
Less:：Disposal of investments in equity instruments designated at fair value through other comprehensive income	(415,532,867)	(23,347,669)
Total undistributed earnings of the current year Less: legal reserve (10%) Less: special reserves- appropriated from earnings of the current year	31,255,644,512 (3,125,564,452) (28,130,080,060)
Total distributable earnings of the current year Add: Beginning undistributed earnings Less: special reserves - appropriated from earnings of previous years	90,542,655,376 (67,856,958,942)	0 22,685,696,434
Total distributable earnings Less: Cash dividends on preferred shares B Less: Cash dividends on preferred shares C	22,685,696,434 (749,992,500) (319,987,200)
Distributable earnings available for common share dividends Less: Cash dividends on common shares(Note 3)	21,615,716,734 (19,583,800,786)
Ending balance of undistributed earnings	2,031,915,948
Notes：
1. In accordance with related laws, a special reserve of NT$95,987,039,002 shall be appropriated as follows: (1) Pursuant to Article 41, paragraph 1 of the Securities and Exchange Act, a special reserve of NT$66,866,563,104 is appropriated due to the increase in the net deduction of other shareholders' equity.
(2) Pursuant to Letter No. Jing-Guan-Yin-Fa-Zi-11102279031, special reserve of NT$29,116,473,782 is set aside based on the change of amount in the fair value due to subsidiary Taiwan Life Insurance Co., Ltd. reclassified financial assets measured at fair value through other comprehensive income to financial assets measured at amortized cost in 2022. (3) Pursuant to Letter No. Jing-Guan-Yin-Fa-Zi-10310006310, subsidiary CTBC Bank Co., Ltd. recognized a gain from a bargain purchase of NT$111,062 due to the merger and acquisition of LH Financial Group Public Company Limited, and subsidiary CTBC Sports Entertainment Co., Ltd. recognized a gain from a bargain purchase of NT$4,335,733 due to the acquisition of Brother Recreational Co., Ltd.,; 10% of these gains (a total of NT$444,679) is set aside as a legal reserve and NT$4,002,116, which is the remaining 90%, is appropriated as a special reserve.
2. 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. 3. Common share cash dividends totaling NT$19,583,800,786 as approved at the Annual General Meeting of Shareholders on June 16, 2023. The original number of common shares entitled to receive dividends were 19,583,800,786 shares, due to the redemption of 503,680 already issued restricted stock award employee shares, the number of common shares has changed to 19,583,297,106. Therefore, based on the authorization of the Annual General Meeting of Shareholders, the Board of Directors meeting held on July 17, 2023, changed the common share dividend distribution ratio to NT$1.00002571 per share.

31,278,992,181

31,255,644,512

0

22,685,696,434

Pursuant to Article 41, paragraph 1 of the Securities and Exchange Act, a special reserve of

special reserve of NT$29,116,473,782 is set aside based on the change of amount in the fair value due to subsidiary Taiwan Life Insurance Co., Ltd. reclassified financial assets measured at fair value through other comprehensive income to financial assets

10310006310, subsidiary CTBC Bank Co., Ltd. recognized a gain from a bargain purchase of NT$111,062 due to the merger and acquisition of LH Financial Group mited, and subsidiary CTBC Sports Entertainment Co., Ltd. recognized a gain from a bargain purchase of NT$4,335,733 due to the acquisition of Brother Recreational Co., Ltd.,; 10% of these $4,002,116, which is the remaining

The Company has issued a total of 333,330,000 preferred shares B and will distribute preferred share B 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

of

titled to receive dividends were

employee

based on the authorization

changed