Mega Financial : Shareholders meeting Minutes in 2023

Mega Financial Holding Company

Minutes of the 2023 Annual General Shareholders' Meeting

Date and Time: 9:00 a.m., June 16, 2023

Shareholders meeting will be held by means of: physical shareholders' meeting

Venue: 13/F, Jilin Bldg. of Mega International Commercial Bank, No. 100, Jilin Road, Taipei, Taiwan, R.O.C.

Attendance: The number of shares in attendance is 9,393,028,540 shares (including 9,001,615,814 shares attended through electronic means). This constitutes 75.12％ of the total 12,503,659,559 shares issued, excluding 1,436,160,023 shares retained in China.

Attending directors:

Directors(6 directors )

Kuang-Hua Hu, Chia-Chi Hsiao, Pei-Chun Chen, Yih-Jiuan Wu, I-Kan Chiu Independent Directors(3 Independent Directors)

Ying Wu, Hung-Ju Chen, Chang-Ching Lin

Observers:

Huiling Wang, Attorney-at-Law, Partner, Lotus International Law Office

Puo-Ju Kuo, CPA, PricewaterhouseCoopers, Taiwan

Chairman: Kuang-Hua Hu, Acting Chairman of the Board of Directors

Minutes taken down by Ching-lun Liao

1. Announce a quorum is present and call the meeting to order
2. Chairman's Remarks (omitted)
3. Reports Items

1. 2022 Business Report (Please refer to Attachment 1 for the 2022 Business Report) (Noted)
2. The Audit Committee's Review Report on 2022 Business Report, Consolidated Financial Statements and the Proposal for Distribution of 2022 Earnings
   (Please refer to Attachment 2 for the Audit Committee's Review Report) (Noted)
3. The Distribution of Directors' and Employees' Compensation for 2022 (Noted)
4. Report on the Promulgation of Relevant Laws and Regulations Governing the Holding of

1

Voting Shares of the Same Financial Holding Company Exceeding a Certain Percentage by the Same Person or the Same Affiliated Person

Statement Summary:

1. Shareholder (No. 1048344) ，Questions regarding the progress of Chung Kuo Insurance's overseas reinsurance claims for epidemic prevention insurance and about the interest payment and repayment status of Mega Bank's loan to Orpea S.A.

(The above questions and suggestions were responded by the Chairman.)

RESOLVED:The above reporting items were all well noted.

4. Matters for Recognition

Proposal 1：2022 Business Report and Consolidated Financial Statements (Proposed by the Board of Directors)

Explanation: The Company's 2022 consolidated financial statements have been audited by CPA Kuo, Puo-Ju and Lai, Chung-Hsi of PricewaterhouseCoopers, Taiwan. The above- mentioned 2022 business report and consolidated financial statements have been approved by the Board and reviewed by the Audit Committee. The 2022 business report and consolidated financial statements are attached as Attachment 1、3.

Statement Summary:

1. Shareholder (No. 338256) Recommendation for Mega Bank to improve new employee benefits to attract talent and reduce turnover rate.
2. Shareholder (No. 970388) Recommendation to establish departments and appoint members towards the topic of sustainable development; also, the employer is invited to express opinions on the collective agreement signed by the enterprise's labor union and regular update of content.
3. Shareholder (No. 600337) Praise for the operating team's operating performance and expectations to achieve new highs in terms of share price.
4. Shareholder (No. 1229321) Recommendation for the Company to adjust salary by more than 5% in line with next year's salary adjustment measures for military servants, civil servants, and teachers.

(The above questions and suggestions were responded by the Chairman.) RESOLVED: Approved as proposed, voting results are as follows:

Total votes	Approval votes	Disapproval	Abstention	Invalid
votes	votes	votes
9,393,028,540	8,634,462,512	5,734,490	752,831,538	0
100.00%	91.92%	0.06%	8.01%	0.00%

2

Proposal 2：The Proposal for Distribution of 2022 Earnings (Proposed by the Board of Directors)

Explanation:

1. The 2022 financial statements have been audited by PricewaterhouseCoopers, Taiwan. The net profit after income tax of the Company in 2022 is NT$18,334,958,444, after plusing remeasurements of defined benefit plans amounted to be NT$1,626,796,624 and deducting loss on disposal of investments in equity instruments measured at fair value through other comprehensive income amounted to be NT$3,025,909,630, the 2022 distributable earnings is NT$16,935,845,438, of which needs to deduct the provision for 10% legal reserve NT$1,693,584,544 and special reserve NT$13,625,011,623 and plus the previous retained earnings of 2022 NT$42,091,243,075; therefore, the total distributable earnings is NT$43,708,492,346 and the 2022 distributable earnings shall be distributed as a priority as follows:

1. NT$17,285,376,282 as cash dividends (NT$1.24 per share)
2. NT$1,115,185,560 as stock dividends (NT$0.08 per share)
3. The balance of unappropriated retained earnings after distribution is NT$25,307,930,504.

1. In order to execute this proposal, the annual general shareholders' meeting is proposed to authorize the Board to do the following:

1. To set the ex-dividend date.
2. To set the ex-right date after the stock dividends approved by the competent authority.
3. To deal with relevant changes if the number of the outstanding shares is changed due to share buyback, transfer, conversion, cancellation of treasury shares or other circumstances that affect dividend payout ratio.

1. 2022 Earnings Distribution Table is attached as Attachment 4.
2. This proposal has been approved by the 25th meeting of the 8th term of Board of Directors held on April 17, 2023.

Statement Summary:

1. Shareholder (No. 962593) Recommendation for the operating conditions, employee stock ownership trusts, and joint marketing businesses for Mega Securities.
2. Shareholder (No. 1456790) The labor union of Mega Securities recommends an increase in employee meal allowance to address rising prices.
   (The above questions and suggestions were responded by the Chairman.)

RESOLVED: Approved as proposed, voting results are as follows:

3

Total votes	Approval votes	Disapproval	Abstention	Invalid
votes	votes	votes
9,393,028,540	8,650,350,623	1,621,809	741,056,108	0
100.00%	92.09%	0.01%	7.88%	0.00%

5.Matters for Discussion

Proposal 1：Amendment to the Company's Articles of Incorporation. (Proposed by the Board of Directors)

Explanation:

1. In response to our operational needs, it is proposed to amend the Company's Articles of Incorporation. The main points of the amendments are as follows:
2. 1. In order to increase more flexibility in fundraising, the Articles have been amended to allow part of the Company's capital to be preferred shares. (Article 6)
   2. The rights and obligations and other important issuance terms of preferred shares are added. (Article 6-1)
   3. The regulation of convention of the preferred shareholders' meeting is added. (Article 12)
   4. The regulation of the Company's earnings distribution may distribute the dividends of preferred shares is added. In order to hence the stability of the Company's financial structure, the calculation method of earnings distribution is amended.( Article 31)
3. Please refer to Attachment 5 for the Comparison Table of Amended Articles of Incorporation.

(3)This proposal has been approved by the 25th meeting of the 8th term of Board of Directors held on April 17, 2023.

Statement Summary:

1. Shareholder (No.1175045) Request to sign a collective agreement, receive salary adjustments comparable to military servants, civil servants, and teachers, increase meal allowance, and other matters related to employee benefits at Mega Financial Holding.
2. Shareholder (No.1133074) Recommendation for salary increases higher than the level of price fluctuations and accelerate the implementation of employee stock ownership trusts at Mega Securities.

(The above questions and suggestions were responded by the Chairman.)

4

RESOLVED: Approved as proposed, voting results are as follows:

Total votes	Approval votes	Disapproval	Abstention votes	Invalid
votes	votes
9,393,028,540	8,647,939,588	3,415,764	741,673,188	0
100%	92.06%	0.03%	7.89%	0%

Proposal 2：The Proposal for Issuing New Shares through Capitalization of 2022 Earnings (Proposed by the Board of Directors)

Explanation:

1. To raise capital adequacy ratio and strengthen financial structure, the Company, in accordance with Article 240 of the Company Act, proposes to appropriate NT$1,115,185,560 from 2022 distributable earnings for issuance of new 111,518,556 shares, with par value of NT$10 per share.
2. The Company's authorized capital is NT$220,000,000,000, and paid-in capital is NT$139,398,195,820. After capitalization of retained earnings of NT$1,115,185,560, the Company's paid-in capital will be NT$140,513,381,380.
3. In order to execute this proposal, the annual general shareholders' meeting is proposed to authorize the following:
4. 1. After this proposal is approved by the competent authority, the Board is authorized to set the ex-right date. 8 free shares will be distributed per one thousand shares based on the shareholding percentage recorded in the shareholders register on the ex-right date. If the stock dividends include any fractional shares which are less than one full share, the shareholders may go to the Company's stock agent to form one full share by pooling together of their fractional shares within 5 days after the ex-right date, otherwise the distribution will be made in the form of cash in a dollar amount. The Chairman is authorized to contact specific persons to subscribe remainder fractional shares at par value.
   2. If the number of the outstanding shares is changed due to share buyback, transfer, conversion, cancellation of treasury shares or other circumstances that affect dividend payout ratio, the Board is authorized to deal with relevant changes.
   3. If this proposal requires adjustment due to changes in regulations, amendments approved by the competent authority, or amendments from changes in objective circumstances, the Board is authorized to make the necessary adjustments.
5. Rights and obligations of the newly issued shares are the same as the existing shares.
6. This proposal has been approved by the 25th meeting of the 8th term of Board of Directors held on April 17, 2023.

5