Stock Code 2912 PRESIDENT CHAIN STORE CORP. 2014 ANNUAL GENERAL SHAREHOLDERS’ MEETING MINUTES (Translation) June 19, 2014 ~1~ PRESIDENT CHAIN STORE CORPORATION 2014 Annual General Shareholders’ Meeting I. Agenda PRESIDENT CHAIN STORE CORPORATION 2014 Annual General Shareholders’ Meeting Agenda Time：9:00 a.m. on June 19, 2014 (Thursday) Place：1F, Training Center, No. 301, Zhongzhen Road, Yongkang District, Tainan City Attendants：Total Shares Represented by Shareholders and Proxies Present: 967,212,184 shares, accounted for 93.03% of the total shares issued (1,039,622,255 shares) Parliamentary procedure: Chairman：Lo, Chih-Hsien Recorder：Lee, Chia-Fang Director attendance：Lo, Chih-Hsien；Kao, Hsiu-Ling；Su, Tsung-Ming；Wu, Chung-Pin； Yang, Wen-Long；Chen, Jui-Tang；Lai, Nan-Bey；Chen, M. David (Independent Director) Sit-in Members：PricewaterhouseCoopers, Taiwan, Hsiao, Chun-Yuan (External auditor) PwC Legal, Taiwan, Yang, Chin-Hsing (Attorney) I. Call the Meeting to Order (Report equity represented by attendance) II. Chairman Remarks III. Report Items 1. Business Report for 2013 Explanation: The business report for 2013 is attached as Appendix I. 2. Audit Committee’s Review Report. Explanation: The Audit Committee Review’s Report for 2013 is attached as Appendix II. ~2~ 3. Status of investment in Mainland China in 2013 Explanation: The status of the Company’s investment in Mainland China in 2013 is attached as Appendix III. 4. Status of impairment loss in 2013 Explanation: The Company recognized the impairment totaling NT$381,529,485 in accordance with International Accounting Standards No. 36 and No.39. (The participating shareholder whose ID is 69301 raised questions for financial reports and operation of the Company, and the Chairman has explained.) IV. Ratification items 1. Ratification of the 2013 Business Report and Financial Statements. (Proposed by the Board) Explanation: (1) PCSC’s 2013 Financial Statements, including Balance Sheets, Comprehensive Income Statements, and Statements of Changes in Shareholders’ Equity, and Cash Flow Statements, were audited by independent auditor, PRICEWATERHOUSECOOPERS Taiwan. (2) 2013 Business Report, Financial Statements, and Profit Distribution Proposal have been approved by the Board and examined by the Audit Committee. (3) The Business Report and Financial Statements for 2013 are attached as Appendix Ⅰ, Appendix IV and the 2013 annual report. Voting Result- The number of shares with voting rights represented by the shareholders present at the time of voting was 967,212,184 votes. The number of vote for approval is 840,481,602 (including 339,538,703exercised via electronic voting), accounted for 86.89％ of total shares with voting rights present. The number of vote for disapproval is 6,685 (including 6,685exercised via electronic voting), accounted for 0.0006％ of total shares with voting rights present. The number of vote for abstaining is 98,273,637 (including 98,273,637 ~3~ exercised via electronic voting), accounted for 10.16％ of total shares with voting rights present. Adopted by a majority vote of the shareholders present who represent a majority of the total number of its outstanding shares. Approved and acknowledged as proposed by the Board of Directors by voting. V. Discussion items 1. Adoption to the Proposal for Distribution of 2013 Profits. (Proposed by the Board) Explanation: (1) The 2013 Profit Allocation Proposal is attached as Appendix V. (2) The Company’s distributable earnings for 2013 are NT$5,393,114,634. The cash dividend to be distributed is NT$5.15 per share. It is proposed that the Board of PCSC authorized to resolve the ex-dividend date and distribution record date. Voting Result- The number of shares with voting rights represented by the shareholders present at the time of voting was 967,212,184 votes. The number of vote for approval is 841,464,537 (including 340,521,638 exercised via electronic voting), accounted for 86.99％ of total shares with voting rights present. The number of vote for disapproval is6,750 (including6,750 exercised via electronic voting), accounted for 0.0006％ of total shares with voting rights present. The number of vote for abstaining is97,290,637 (including 97,290,637exercised via electronic voting), accounted for 10.05％ of total shares with voting rights present. Adopted by a majority vote of the shareholders present who represent a majority of the total number of its outstanding shares. Approved and acknowledged as proposed by the Board of Directors by voting. ~4~ 2. Adoption to the Proposal for Distribution of 2013 Capital Reserve. (Proposed by the Board) Explanation: (1) In accordance with Article 241 of the Company Law, it is hereby proposed that a sum of NT$883,678,916 be appropriated from the Corporation’s capital reserve to be allocated to shareholders in cash pro rata to the number of shares they hold respectively, with NT$0.85 per share. It is proposed that the Board authorized to resolve the ex-dividend date, distribution record date, and other relevant issues. Voting Result- The number of shares with voting rights represented by the shareholders present at the time of voting was 967,212,184 votes. The number of vote for approval is 841,464,602 (including 340,521,703 exercised via electronic voting), accounted for 86.99％ of total shares with voting rights present. The number of vote for disapproval is 6,685 (including 6,685 exercised via electronic voting), accounted for 0.0006％ of total shares with voting rights present. The number of vote for abstaining is 97,290,637 (including 97,290,637 exercised via electronic voting), accounted for 10.05％ of total shares with voting rights present. Adopted by a majority vote of the shareholders present who represent a majority of the total number of its outstanding shares. Approved and acknowledged as proposed by the Board of Directors by voting. ~5~ 3. Amendment to the Procedures for Acquisition and Disposal of Assets of PCSC. (Proposed by the Board) Explanation: (1) To conform to the external regulations and operational needs, the amendment to the Procedures for Acquisition and Disposal of Assets are proposed accordingly. (2) The proposed amendment to the Procedures for Acquisition and Disposal of Assets is attached as Appendix VII. Voting Result- The number of shares with voting rights represented by the shareholders present at the time of voting was 967,212,184 votes. The number of vote for approval is 841,463,466 (including 340,520,567 exercised via electronic voting), accounted for 86.99％ of total shares with voting rights present. The number of vote for disapproval is 7,685 (including 7,685 exercised via electronic voting), accounted for 0.0007％ of total shares with voting rights present. The number of vote for abstaining is 97,290,773 (including 97,290,773 exercised via electronic voting), accounted for 10.05％ of total shares with voting rights present. Adopted by a majority vote of the shareholders present who represent a majority of the total number of its outstanding shares. Approved and acknowledged as proposed by the Board of Directors by voting. ~6~ 4. Adoption of the Proposal for releasing Directors from non-competition. (Proposed by the Board) Explanation: (1) In accordance with Article 209 of the Company Law, the directors of the Company have simultaneously undertaken directors or managerial positions in other companies that engage in similar business activities as do the Company. Their involvements are not considered to constitute any conflicts to the Company; for this reason, we agree to remove restrictive clauses on directors' involvements in competing businesses to conform to regulations. (2) Details of the duties subject to Directors from non-competition that are to be lifted are attached as Appendix VIII. Voting Result- The number of shares with voting rights represented by the shareholders present at the time of voting was 967,212,184 votes. The number of vote for approval is 831,179,947 (including 330,237,048 exercised via electronic voting), accounted for 85.93％ of total shares with voting rights present. The number of vote for disapproval is 10,027,204 (including 10,027,204 exercised via electronic voting), accounted for 1.03％ of total shares with voting rights present. The number of vote for abstaining is 97,554,773 (including 97,554,773 exercised via electronic voting), accounted for 10.08％ of total shares with voting rights present. Adopted by a majority vote of the shareholders present who represent a majority of the total number of its outstanding shares. Approved and acknowledged as proposed by the Board of Directors by voting. VI. Motions (The participating shareholder whose ID is 69301 raised questions for financial reports and operation of the Company, and the Chairman has explained.) VII. Dissolution ~7~ Appendix I 2013 Business Report Dear Shareholders, The global economy in 2013 was marked by ongoing instability. Coupled with the increase in electricity prices and labor costs, the business environment in Taiwan has become ever more challenging. Despite unfavorable economic conditions, President Chain Store Corporation (PCSC) was able to achieve greater overall profitability by improving its store quality and enhancing product offerings, as well as implementing integrated marketing activities through its various subsidiaries. As such, these efforts ensured record consolidated revenue and profits, which came to NT$200.6 billion and NT$8.04 billion respectively, and our first time being ranked as one of Forbes Global 2000’s top businesses around the world. To provide customers with a comfortable, friendly shopping space at its convenience stores, PCSC continues its business strategy of large stores that doubles as a self-service restaurant. A new array of fresh, ready-to-eat, and ready-to-cook foods has also been launched to suit a variety of lifestyle needs, promising our customers safety, convenience and great taste.