AU Optronics Corp.
June 6, 2014
English Language Summary
Subject: The major resolutions of AUO 2014 Annual General Shareholders' Meeting
Regulation: Published pursuant to Article 2-18 of the Taiwan Stock Exchange's Operating Procedures for the Publication of Material Information by Listed Companies
1. Date of the shareholders' meeting:2014/06/06
2. Important resolutions:
(1) Accepted 2013 Business Report and Financial Statements.
6,258,397,360 shares were represented at the time of voting (including 2,601,807,236 shares casted electronically)
Votes in favor:5,399,762,274 votes; 86.28% of the total represented at the time of voting.
Votes against:147,076 votes; 0.00% of the total represented at the time of voting.
Votes abstained:819,558,270 votes; 13.10% of the total represented at the time of voting.
Votes invalid:38,929,740 votes; 0.62% of the total represented at the time of voting.
(2) Accepted the proposal for distribution of 2013 profits.
Cash dividends of NT$ 96,242,451 (NT$0.01 per common share)
6,258,397,360 shares were represented at the time of voting (including 2,601,807,236 shares casted electronically)
Votes in favor:5,428,741,609 votes; 86.74% of the total represented at the time of voting.
Votes against:228,245 votes; 0.00% of the total represented at the time of voting.
Votes abstained::790,497,766 votes; 12.63% of the total represented at the time of voting.
Votes invalid:38,929,740 votes; 0.62% of the total represented at the
time of voting.
(3) Approved to distribute the capital surplus by cash.
To distribute NT$1,347,394,316 from capital surplus of the issuing premium
of the par value of the common share (NT$0.14 per common share)
6,258,397,360 shares were represented at the time of voting (including 2,601,807,236 shares casted electronically)
Votes in favor:5,428,800,057 votes; 86.74% of the total represented at the time of voting.
Votes against:165,795 votes; 0.00% of the total represented at the time of voting.
Votes abstained::790,501,768 votes; 12.63% of the total represented at the time of voting.
Votes invalid:38,929,740 votes; 0.62% of the total represented at the time of voting.
(4) Approved to revise the "AUO Rules and Procedures for Shareholders’ Meeting".
6,258,397,360 shares were represented at the time of voting (including 2,601,807,236 shares casted electronically)
Votes in favor:5,428,396,930 votes; 86.74% of the total represented at the time of voting.
Votes against:186,106 votes; 0.00% of the total represented at the time of voting.
Votes abstained::790,884,584 votes; 12.64% of the total represented at the time of voting.
Votes invalid:38,929,740 votes; 0.62% of the total represented at the time of voting.
(5) Approved to revise the "Handling Procedures for Acquisition or Disposition of Assets", "Handling
Procedures for Conducting Derivative Transactions", and "Handling Procedures for Capital Lending".
6,258,397,360 shares were represented at the time of voting (including 2,601,807,236 shares casted electronically)
Votes in favor:5,428,291,181 votes; 86.74% of the total represented at the time of voting.
Votes against:310,203 votes; 0.00% of the total represented at the time of voting.
Votes abstained::790,866,236 votes; 12.64% of the total represented at the time of voting.
Votes invalid:38,929,740 votes; 0.62% of the total represented at the time of voting.
(6) Approved to approve issuance of new common shares for cash to sponsor issuance of the overseas depositary shares and/or issuance of new common shares for cash in public offering and/or issuance of new common shares for cash in private placement and/or issuance of overseas or domestic convertible bonds in private placement.
6,258,397,360 shares were represented at the time of voting (including 2,601,807,236 shares casted electronically)
Votes in favor:4,917,987,322 votes; 78.58% of the total represented at the time of voting.
Votes against:66,745,093 votes; 1.07% of the total represented at the time of voting.
Votes abstained::1,234,735,205 votes; 19.73% of the total represented at the time of voting.
Votes invalid:38,929,740 votes; 0.62% of the total represented at the time of voting.
(7) Approved to lift non-competition restrictions on board members.
6,258,397,360 shares were represented at the time of voting (including 2,601,807,236 shares casted electronically)
Votes in favor:5,367,946,554 votes; 85.77% of the total represented at the time of voting.
Votes against:60,719,076 votes; 0.97% of the total represented at the time of voting.
Votes abstained::790,801,990 votes; 12.64% of the total represented at the time of voting.
Votes invalid:38,929,740 votes; 0.62% of the total represented at the time of voting.
3.Endorsement of the annual financial statements (indicate “yes” or “no”):Yes
4.Any other matters that need to be specified: None
AU Optronics Corp.
June 6, 2014
English Language Summary
Subject: Approved to lift non-competition restrictions on the Directors at AUO 2014 Annual General Shareholders' Meeting
Regulation: Published pursuant to Article 2-21 of the Taiwan Stock Exchange's Operating Procedures for the Publication of Material Information by Listed Companies
1. Date of the shareholders' meeting resolution:2014/06/06
2. Name and title of the director with permission to engage in competitive conduct:
(1) Chairman of the Company:Kuen-Yao (K.Y.) Lee
(2) Independent Director:Tain-JY Chen
(3) Independent Director:Chin Bing (Philip) Peng
3. Items of competitive conduct in which the director is permitted to engage:
Director, Qisda (Suzhou) Co., Ltd.
Independent Director, Chunghwa Telecom Co., Ltd
(3) Chin Bing (Philip) Peng
Director, Wistron Information Technology & Services Corp
Director, Dragon Investment Fund I Co., LTD.
Chairman, Cross Century Investment Limited
4. Period of permission to engage in the competitive conduct:
Within the period of serving as Director of the Company
5. Circumstances of the resolution (please describe the results of the voting under Article 209 of the Company Act):
The resolution was adopted by a majority of the shareholders presented at the general meeting who represented two-thirds or more of the total number of the Company's outstanding shares.
6. If the permitted competitive conduct is business of a mainland China area enterprise, the name and title of the director (if it is not business of a mainland China area enterprise, please enter "not applicable" below):
Kuen-Yao (K.Y.) Lee, Chairman of the Company
7. Company name of the mainland China area enterprise and the director's position in the enterprise:
Director, Qisda (Suzhou) Co., Ltd.
8. Address of the mainland China area enterprise:
169 zhujiang road,new district,Suzhou, China
9. Business items of the mainland China area enterprise:
Production and marketing of LCD and Mobile Device
10. Degree of effect on the Company's finances and business: None
11. If the director has invested in the mainland China area enterprise, the monetary amount of the director's investment and the director's shareholding ratio: None
12. Any other matters that need to be specified: None