MINUTES OF 2016 ANNUAL SHAREHOLDERS MEETING OF ACER INCORPORATED

Transcription

1 MINUTES OF 2016 ANNUAL SHAREHOLDERS MEETING OF ACER INCORPORATED (Translation) The translation is intended for reference only and nothing else. The Chinese text of the Minutes of 2016 Annual Shareholders Meeting shall govern any and all matters related to the interpretation of the subject matter stated herein. Time and Date of Meeting: 9:00 a.m., June 24, 2016 Place of Meeting: 4F., No. 99, Sec. 1, Xintai 5 th Rd.,Xizhi Dist., New Taipei City (Place of the Meeting: Farglory International Convention Center) Total outstanding shares of ACER (excluding the shares without voting right as stipulated in Article 179 of the Company Law): 3,063,633,833 shares Total shares represented by shareholders present in person or proxy: 1,601,701,674 shares Percentage of shares held by shareholders present in person or proxy: 52.28% The attendance list of the directors: George Huang, Jason C.S. Chen, Philip Peng and F. C. Tseng Chairman: George Huang Recorder: Nancy Hu The aggregate shareholding of the shareholders present in person or proxy constituted a quorum. The Chairman called the meeting to order. Chairman s Address : (Omitted) 1. Proposed Resolutions (A) Item 1 Proposal: To Approve Amendments to the Company s Articles of Incorporation. (Proposed by the Board of Directors) Explanatory Notes: (1) Due to the amendment of Article 235, and 240 of Company Act made on May 20, 2015, instead of calculating by profit after taxes and distributed from retained earnings, a company shall, after deducting the cumulative losses (if any), calculate employee and Director remuneration from profit before taxes by - 1 -

2 applying the ratio prescribed in the Articles of Incorporation. Therefore, it is now proposed to modify employee and Director s remuneration ratio by amending Article 16-1, 20~ 22 of Article of Incorporation. Please refer to Attachment 1, pages 13 to 14, for the comparison table. (2) Please discuss. Voting Results: Shares present at the time of voting: 1,599,670,108 (votes casted electronically: 540,172,623 votes) Voting Results* % of the total represented share present Votes in favor: 1,445,130,369 votes (387,229,517 votes) 90.34% Votes against : 263,553 votes (259,552 votes) 0.02% Votes invalid or abstained: 154,276,186 votes (152,683,554 votes) 9.64% *including votes casted electronically (number in brackets) RESOLVED, that the above proposal be and hereby was approved as proposed. 2. Report Items (1) To Report the Business of 2015 Explanatory Notes: Please refer to Attachment 2, page 15. (2) To Report the Execution of Sound Business Plan Explanatory Notes: I. In accordance with the Certificated No issued by Financial Supervisory Commission, R.O.C. (Taiwan) on October 21, 2014, hereby to report the execution status of sound business plan for cash injection of issuing a total number of 300,000 thousand shares. Please refer to the Attachment 3, page16. II. The application and purpose of the utilization plan aforesaid had been achieved as of December 31, (3) Audit Committee s Review Report Explanatory Notes: Please refer to Attachment 4, page17. (4) To Report the Execution of 2015 Employees' Compensation and Board Directors' Remuneration Explanatory Notes: Please refer to Attachment 5, page 18. Speech from shareholders: shareholder registered number and had questions about the schedule of company organizational change and the deadline of announcement for monthly revenue, the questions were responded by the Chairman and the assigned

3 3.Proposed Resolutions (B) Item 2 Proposal: To Accept 2015 Financial Statements and Business Report. (Proposed by the Board of Directors) Explanatory Notes: (1) Acer s 2015 Financial Statements, including the Balance Sheets, Statements of Comprehensive Income, Statements of Changes in Equity and Statements of Cash Flow have been audited by independent auditors, Tzu-Chieh Tang and Wei-Ming Shih of KPMG. (2) The 2015 Business Report and the aforementioned financial statements are attached as Attachment 2, page 15 and Attachment 6, pages 19 to 32, which have been approved by the Audit Committee and resolved by the Board of Directors with resolution and are hereby submitted for acceptance. (3) Please discuss. Voting Results: Shares present at the time of voting: 1,601,101,275 (votes casted electronically: 540,172,623 votes) % of the total represented Voting Results* share present Votes in favor: 1,433,966,500 votes 89.56% (376,520,326 votes) Votes against : 277,383 votes 0.02% (264,867 votes) Votes invalid or abstained: 166,857,392 votes 10.42% (163,387,430 votes) *including votes casted electronically (number in brackets) RESOLVED, that the above proposal be and hereby was approved as proposed. Item 3 Proposal: To Approve the Proposal for Distribution of 2015 Retained Earnings. (Proposed by the Board of Directors) Explanatory Notes: (1) The beginning balance of the un-appropriated retained earnings of the Company is NT$0 in After plus the net income after tax for 2015, NT$603,680,268 and deduct retained earnings of NT$83,445,509 which is caused by the retirement of treasury stock and the restatement of IFRS version update, the total accumulative retained earnings available for appropriation is NT$520,234,

4 (2) In compliance with the Company Law, to appropriate the annual retained earnings, it is required to set aside NT$52,023,476 as legal reserve and NT$468,211,283 as special reserve, the ending balance of the un-appropriated retained earnings is NT$0. (3) It is proposed not to pay dividends. (4) Please discuss Acer Incorporated 2015 Statement of Distribution of Retained Earnings Unit:NT$ Beginning Balance of Un-appropriated Retained Earnings 0 Plus:2015 Net Income after Tax 603,680,268 Deduct: retained earnings caused by the retirement of treasury stock and the restatement of IFRS version update (83,445,509) Accumulative Retained Earnings Available for Appropriation in ,234,759 Items of appropriation: Deduct: Legal Reserve (52,023,476) Deduct: Special Reserve (468,211,283) Ending Balance of Un-appropriated Retained Earnings 0 Voting Results: Shares present at the time of voting: 1,601,101,275 (votes casted electronically: 540,172,623 votes) % of the total represented Voting Results* share present Votes in favor: 1,444,545,342 votes 90.22% (387,116,806 votes) Votes against : 394,454 votes 0.03% (364,300 votes) Votes invalid or abstained: 156,161,479 votes 9.75% (152,691,517 votes) *including votes casted electronically (number in brackets) RESOLVED, that the above proposal be and hereby was approved as proposed

5 Item 4 Proposal: To Approve the Proposal of Cash Distribution from the Capital Surplus. (Proposed by the Board of Directors) Explanatory Notes: (1) In accordance with Article 241 of the Company Act, it is proposed a cash distribution of 1,540,501,414 from the capital surplus derived from any common stock issued by the Company. The cash will be distributed to the shareholders whose names and respective shares are in the shareholders register on the record date for ex-dividend, at a ratio of NT$ 0.5 per share (Rounded down to full NT dollar and the fractional amounts will be aggregately recognized as the Company s other income). (2) Should the cash distribution be adjusted due to the amendment of laws or regulations, a request by competent authorities, or any change of the numbers of outstanding share, subject to the approved distribution, it is proposed the General Shareholders Meeting to authorize the Board of Directors with full power to adjust the distribution ratio. (3) Subject to this cash distribution approved by the General Shareholders Meeting, it is proposed the General Shareholders Meeting to authorize the Board of Directors with full power to determine the record date for the cash distribution from capital surplus. (4) Please discuss. Voting Results: Shares present at the time of voting: 1,601,101,275 (votes casted electronically: 540,172,623 votes) % of the total represented Voting Results* share present Votes in favor: 1,444,595,588 votes 90.23% (387,185,414 votes) Votes against : 351,200 votes 0.02% (332,684 votes) Votes invalid or abstained: 156,154,487 votes 9.75% (152,654,525 votes) *including votes casted electronically (number in brackets) RESOLVED, that the above proposal be and hereby was approved as proposed. Item 5 Proposal: To Accept the Modification of the 2014 Utilization Plan of Funds Obtained Through the Sale of New Stocks. (Proposed by the Board of Directors) Explanatory Notes: - 5 -

6 (1) This 2014 capital increase had been approved by the Financial Supervisory Commission on October 21, 2014 (# ). The original version of the utilization plan of funds and the estimated effects are shown in Appendix 2, page 39. (2) The original version of the utilization plan is as follows: Purpose Estimated Utilizatio n Date Required Amount In thousands of New Taiwan Dollars Utilization plan Y2015 Quarter 1 Quarter 2 Quarter 3 Quarter 4 Pay off bank loan Q4, ,600, ,800, ,800,000 Redemption repayment from the put option Q3, ,515, ,515, executed by the ECB holders Summary - 7,115, ,800,000 3,515,899 1,800,000 (3) Reasons of modifications of the utilization plan: Redemption repayment from the put option executed by the ECB holders in the original plan was implemented in Q Due to the costs is lower than the redemption repayment from the put option, Acer had been continually purchasing back and cancelling the convertible bond from the market. The current amount of the convertible bond has been lessened from USD103,800,000 to USD13, 400,000. Therefore, as of the expiration date of the options (July 27, 2015), only NT $ 459,815,000 of the convertible bonds had been sold back by the bondholders, and NT $ 1,340,185,000 of the increased capital remain unspent. For the effective use of the funds, it is proposed to change the purpose of the funds from redemption repayment from the put option executed by the ECB holders to strengthen operating capital, which will be able to effectively save interest of short-term bank financing expenditure and reduce financial burden. (4) Impact on shareholders interest: As a response to changes in the financial planning, ACER reserves to maintain a stable banking facilities and working capital. The proposed modification will increase flexibility and scheduling the use of funds and to improve the financial structure in the long run, there is no significant negative impact on shareholders interest. (5) For the proposed utilization plan of funds and the estimated effects, please see Appendix 3, page

7 (6) Other information regarding the modifications of the plan, please see Appendix 4, pages 41 to 42. (7) For the evaluation by the lead securities underwriter, please see Appendix 5, pages 43 to 44. (8) The modification not only shall be announced to the public in accordance with relevant regulations, but also has been approved by the Board of Directors on August 6, (9) Please discuss. Voting Results: Shares present at the time of voting: 1,601,101,275 (votes casted electronically: 540,172,623 votes) % of the total represented Voting Results* share present Votes in favor: 1,444,278,236 votes 90.21% (386,839,445 votes) Votes against : 526,863 votes 0.03% (526,863 votes) Votes invalid or abstained: 156,296,176 votes 9.76% (152,806,315 votes) *including votes casted electronically (number in brackets) RESOLVED, that the above proposal be and hereby was approved as proposed. 4.Extemporary Motion Speech from shareholders: shareholder registered number , , and had questions and comments about the directions of company and business development, board directors' and managements remuneration and financial statement, the questions were responded by the Chairman and the assigned. 5.Meeting Adjourned : 10:40 a.m. Note: This document is extracted from the meeting; the details are subject to the audio and video recording

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