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Declaration
1.Date of the board of directors' resolution:2022/03/28
2.Shareholders meeting date:2022/06/17
3.Shareholders meeting location:Meeting Room in the Corporate Headquarters
(No. 1 Li-Hsin Rd. 2, Hsinchu Science Park Hsinchu, Taiwan.)
4.Shareholders meeting will be held by means of (physical shareholders
meeting/ visual communication assisted shareholders meeting /
visual communication shareholders meeting):
Visual communication assisted shareholders meeting
5.Cause for convening the meeting (1)Reported matters:
1.To report the business of 2021
2.Audit Committee's Review Report and Communications between members of
Audit Committee and internal audit officer
3.To report the cash dividend distribution of 2021
4.To report the distribution of employees' and directors' remuneration
of 2021
5.To report the indirect investments in China in 2021
6.To report the issuance of securities in private placement
6.Cause for convening the meeting (2)Acknowledged matters:
1.To accept 2021 Business Report and Financial Statements
2.To accept the proposal for the distribution of 2021 earnings
7.Cause for convening the meeting (3)Matters for Discussion:
1.To approve Capital Reduction in Cash
2.To approve the amendments to Articles of Incorporation
3.To approve the amendments to Rules and Procedures for Shareholders'
Meeting
4.To approve the amendments to Handling Procedures for Acquisition or
Disposal of Assets
5.To lift non-competition restrictions on board members
8.Cause for convening the meeting (4)Election matters:
To elect nine directors (including five independent directors) being the
tenth term of directors
9.Cause for convening the meeting (5)Other Proposals:None
10.Cause for convening the meeting (6)Extemporary Motions:None
11.Book closure starting date:2022/04/19
12.Book closure ending date:2022/06/17
13.Any other matters that need to be specified:
(1)According to the Shareholders' Meeting Agenda resolved by the Board,
"Matters for Ratification and Discussion" will proceed after the completion
of "Election Item".
(2)Shareholders' submission of nominations and proposals:
According to Article 192-1 of the Company Act, shareholders who hold more
than 1% of the total issued shares may submit a list of candidates for
directors to the Company in writing.
According to Article 172-1 of the Company Act, shareholders who hold more
than 1% of the total issued shares may propose a proposal for discussion
at a regular shareholders' meeting in writing, provided that only one matter
shall be allowed in each single proposal. The number of words of a proposal
shall be limited to not more than three hundred (300) words.
i. Period for shareholders' submission of nomination or proposal:
2022/03/29~2022/04/07
ii. Acceptance methods:Shareholders who are qualified for nominations and
intend to make nominations or propose proposals should mail written
statements by registered mail to the acceptance location. Please indicate
"Letter of Director Nomination for 2022 Annual General Meeting" or
"Letter of Proposal for 2022 Annual General Meeting", the contact person,
and the contact information on the envelope.
iii.Acceptance location:AU Optronics Corp. Securities Management Department
(No. 1 Li-Hsin Rd. 2, Hsinchu Science Park Hsinchu 30078, Taiwan)
(3)Relevant matters for convening hybrid shareholders' meetings:
i.Hybrid shareholders' meetings will be convened in accordance with Article
172-2 of the Company Act and Chapter II-2 of the Regulations Governing the
Administration of Shareholder Services of Public Companies.
ii.The Company will use the e-Meeting Platform by the Taiwan Depository &
Clearing Corporation (TDCC) for this year's shareholders' meeting. Any
organization using the e-Meeting Platform are required to be in line with
TDCC's operating guidelines, Frequently Asked Questions (FAQ) and
instructions, as well as all other relevant documents. Please visit the TDCC
website for more information.
(https://www.tdcc.com.tw/portal/zh/page/show/402897967d841dba017e8eea7f
c5009c)
iii.Shareholders who choose to attend shareholders' meetings virtually will
be deemed as having attended in person.
iv.Shareholders who intend to participate virtually should, starting from
2022/05/13, complete registrations and sign-ups on the TDCC Stockvote
(https://www.stockvote.com.tw/evote/index.html) two days prior to the date
of their shareholders' meeting (before 2022/06/14). Solicitors or proxy
agents who intend to participate virtually should fill out a letter of
intent to attend shareholders' meetings via video conferencing and send it
to Taishin Securities Co., Ltd. Stock Affairs Department
(Address: B1, No. 96, Jianguo N. Rd., Sec. 1, Taipei 10489, Taiwan, R.O.C.);
the letter of intent should arrive from 2022/05/13 to 16:00, 2022/06/14.
Participants will check in, watch a live stream of the meeting, text
questions, and cast their votes at shareholders' meetings.
v.Shareholders, solicitors, or proxy agents who have registered for attending
shareholders' meetings virtually but intend to attend physically should
withdraw their registration in the same way they have made the registration
two days prior to the date of shareholders' meetings. Participants who fail
to withdraw their registration by the said deadline can only attend
virtually.
vi.Shareholders who have exercised their voting right via written or
electronic means but intend to attend shareholders' meetings virtually should
withdraw their declaration of intent in the same way they have exercised
their voting right two days prior to the date of shareholders' meetings.
If participants fail to withdraw their declaration of intent by the said
deadline, only the ballots cast via written or electronic means will count.
vii.Shareholders who attend shareholders' meetings virtually and do not
withdraw their declaration of intent after exercising their voting right via
written or electronic means can only exercise their proposing and voting
rights regarding extemporary motions. They cannot vote on the original
meeting proposals and the amendments to the content of the original meeting
proposals, or propose to amend the content of the original meeting proposals.
viii.Shareholders who have appointed proxy agents to attend shareholders'
meetings are not allowed to attend themselves, except for relevant provisions
stipulated in the Regulations Governing the Administration of Shareholder
Services of Public Companies or the Company Act. Shareholders whose Power of
Attorney (POA) has arrived at the Company to state that they have appointed
proxy agents to attend shareholders' meetings but later intend to attend
shareholders' meetings virtually should notify the Company to withdraw their
appointment in writing two days prior to the date of shareholders' meetings.
If participants fail to withdraw their appointment by the said deadline, only
the ballots cast by their proxy agents will count.
ix.In the event that the e-Meeting Platform fails or shareholders have
difficulty attending virtually continuing over 30 minutes, before the
chairperson announces the commencement of shareholders' meetings or during
the meetings, due to natural disasters, incidents, or other force majeure,
companies should check the total shares of shareholders that have attended.
If the total shares do not reach the legally required number for resolutions
in shareholders' meetings after deducting the shares of shareholders that
attend virtually, then the meetings should be adjourned. The Company will
postpone or reconvene the meeting on 2022/06/20 at 09:30 a.m. in No. 1
Li-Hsin Rd. 2, Hsinchu Science Park Hsinchu, Taiwan. Shareholders who have
been listed on the shareholders register by the book closure date are
entitled to attend shareholders' meetings. The Company will not resend the
meeting notice.
x.In the event that the said shareholders' meetings are to be postponed or
reconvened, the Company will issue a Significant Announcement onto the Market
Observation Post System (MOPS).
xi.If the chairperson announces the results of resolutions besides the
extemporary motions before the e-Meeting Platform fails or shareholders
have difficulty attending virtually, the shareholders' meeting will be
deemed to be completed. The Company will not reconvene the meeting on
2022/06/20.
xii.For matters not covered, please refer to the Regulations Governing the
Administration of Shareholder Services of Public Companies and related
regulations.
