Agenda of Shareholders' Meeting. - Acer Group

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Agenda of Shareholders' Meeting. - Acer Group

DisclaimerAcer Incorporated 2012 General Shareholders’ Meeting AgendaThis is a translation of the 2012 General Shareholders’ Meeting Agenda of Acer Incorporated (the“Company”). The translation is intended for reference only and nothing else, the Company herebydisclaims any and all liabilities whatsoever for the translation. The Chinese text of the Agenda shallgovern any and all matters related to the interpretation of the subject matter stated herein.2


e made. Shareholder in attendance submitting an oral statement form but without making an actual oralstatement shall be deemed as making no any oral statement. In the event of any conflict between thecontents of the oral statement form and the actual oral statement, the actual oral statement shall prevail.Any other the shareholders shall not interfere in any way when a shareholder is making his/her oralstatement. The person presiding over the meeting shall stop any such interference.1111 Unless otherwise approved by the person presiding over the meeting, each shareholder may make oralstatements only twice for a same proposal or matter under deliberation; and each oral statement shallnot exceed 5 minutes. Otherwise, the person presiding over the meeting may stop the shareholder frommaking further statements.1111 A legal entity acting as a proxy for a shareholder to attend the meeting may appoint only onerepresentative to attend the meeting. If more than one representative is appointed to attend the meeting,only one person elected among them can make oral statements on each proposal respectively.1111 The person presiding over the meeting may reply to the oral statements, or may designate appropriateperson to reply to the oral statements made by shareholders in attendance.1111 The person presiding over the meeting may announce conclusion of discussion of a proposal as he/shemay deem appropriate and may submit the proposal for adopting a resolution.1111 The person presiding over the meeting shall appoint persons among the shareholders in attendance toaudit the voting process. The person presiding over the meeting shall also appoint persons to count thevotes. The result of the vote shall be announced immediately, and a record of the same shall be madeaccordingly.1111 Unless otherwise provided in the Company Law or the Company’s Articles of Incorporation, a proposalmay be adopted as a resolution by a majority of the shares in attendance voting in favor thereof. Aresolution shall be deemed adopted if no opposition is raised when the person presiding over the meetingmakes an oral inquiry to the shareholders concerning the acceptance of the same, and such resolutionshall have the same effect as a vote by ballot.1111 The person presiding over the meeting shall determine the order of voting on amendment proposals orsubstituted proposals accompanying with their original proposals. As soon as one of those proposals isadopted as a resolution, other proposals in conflict regarding the same matter shall be deemed deniedand shall require no further vote.1111 The person presiding over the meeting may direct monitors (or security guards) to maintain order at themeeting. Monitors (or security guards) shall wear a badge marked “SECURITY” or “MONITOR” whenperforming their duties at the meetings.1111 In the event of force majeure, the person presiding over the meeting may suspend a meeting and mayannounce at a latter time when the meeting shall be resumed as he/she deems appropriate; or theshareholders shall make a resolution at the meeting to resume the meeting within 5 days without the needto make any further written notices or published announcements to shareholders.2222 The applicable Company Law, its relevant regulations, and the Company’s Articles of Incorporation shallgovern any matter not provided herein.2222 These Regulations, and any amendments thereto, shall become effective upon approval by theshareholders.2222 Approved by the General Shareholders’ Meeting held on May 15, 1990.First Amendment approved by the General Shareholders’ Meeting held on April 26, 1996.Second Amendment approved by the General Shareholders’ Meeting held on May 29, 1998.Third Amendment approved by the General Shareholders’ Meeting held on June 11, 2003.INDEXA. Table of Meeting Procedures.......................................................................................................................6B. Meeting Agenda...........................................................................................................................................7C. Report Items................................................................................................................................................8D. Proposed Resolutions...............................................................................................................................10E. Attachments:1. Business Report To Shareholders for Year 2011..................................................................................282. Financial Statement for Year 2011........................................................................................................303. Articles of Incorporation of Acer Incorporated.......................................................................................354. Procedures of Acquiring or Disposing of Assets...................................................................................405. Procedures Governing Lending of Capital to Others............................................................................556. Shares Held by Directors and Supervisors...........................................................................................60Acer Incorporated 2012 General Shareholders’ Meeting Agenda5


A. TABLE OF MEETING PROCEDURESB. MEETING AGENDA1. Meeting Begins2. Opening Speech of the Chairman3. Report Items1. Report Items(1) To Report the Business of 2011(2) To Report the Shares Acquirement of iGware Inc. by Receiving Assignment of Shares and CashInvestment(3) To Report the Shares Buy-back(4) Supervisors’ Review Report4. Proposed Resolutions5. Special Motion6. Closing of Meeting2. Proposed Resolutions(1) To Approve Amendments to Acer Incorporated Regulations for the Conduct of Shareholders’ Meetings(2) To Accept 2011 Financial Statements and Business Report(3) To Approve the Proposal for 2011 Profit & Loss Appropriation(4) To Approve Amendments to Acer’s Articles of Incorporation(5) To Approve Amendments to Acer’s “Procedures of Acquiring or Disposing of Assets”(6) To Approve Amendments to Acer’s “Procedures Governing Lending of Capital to Others”Acer Incorporated 2012 General Shareholders’ Meeting Agenda3. Special Motion4. Closing of MeetingAcer Incorporated 2012 General Shareholders’ Meeting Agenda67


C. Report Items111 To Report the Business of 2011 (Please refer to page 28 )444 Supervisors’ Review Report222 To Report the Shares Acquirement of iGware Inc. by Receiving Assignment of Shares and Cash Investment((((((((((((In order to develop mid to long-term layout and build up unique Acer Cloud system to obviouslypromote Acer brand positioning and brand value. The Company acquired iGware Inc.(“iGware”) byreceiving assignment of shares and cash investment with the result that iGware has become andbeen merged into Acer Cloud Technology Inc., a 100% owned subsidiary of the Company, whichapproved by the BOD on July 21, 2011 and with the approval of the Investment Commission, Ministryof Economic Affairs(“MOEA”), and January 3, 2012 Order No. Financial-Supervisory-Securities- Issue1000062734 of the Financial Supervisory Commission (“FSC”), Executive Yuan.According to the executed Agreements, the exchange ratio goes to 1 iGware common share foraround every 4.24 existing Acer shares. Fractional share shall be substituted with cash, except thecombination of shares by some iGware shareholders.The share exchange date was set on January 12, 2012, and the Company totally issued 122,178,242new shares and USD 150 million to acquire 100% shares of iGware. The shares conversionand capital amendment registration were approved by March 9 2012 per Order No. Economic-Authorization-Commerce 10101035580 of the Department of Commerce, MOEA.To: The 2012 General Shareholders MeetingThe Board of Directors of the Company has prepared the 2011 financial report, including balance sheet,statement of income, statements of changes in stockholders’ equity, and statement of cash flows. SoniaChang and Steven Shih at KPMG have been retained by the Board of Directors of the Company to issue anaudit report. The undersigned supervisors have reviewed the audit report and the aforesaid documents, whichmade by the Board of Directors in compliance with Article 228 of the Company Law, and did not find anyincompliance. In accordance with Article 219 of the Company Law, it is hereby submitted for your review andperusal.333 To Report the Shares Buy-backAcer Incorporated 2012 General Shareholders’ Meeting Agenda((((((((In accordance with the Article 28-2 of Securities and Exchange Act.The BOD approved to repurchase the Company’s own shares on March 31, 2011 and June 1, 2011.The execution report is as follows:Term of Buyback The First Buyback in Year 2011 The Second Buyback in Year 2011Purpose of Buyback Shares Transferred to Employees Shares Transferred to EmployeesPeriod of Buyback Mar. 31, 2011 to May 30, 2011 Jun. 2, 2011 to Aug. 1, 2011Estimated Number of Shares toBuyback54,000,000 shares 27,000,000 sharesPrice Range of Buyback NT$55 to NT$100 NT$55 to NT$80Quality of Bought back 28,619,000 shares 27,000,000 sharesMonetary Amount of SharesBought backAverage Repurchase Price PerShareNT$1,526,797,373 NT$ 1,341,450,925NT$53.35NT$49.68Supervisor: George HuangSupervisor: Carolyn YehDated: March 29, 2012Acer Incorporated 2012 General Shareholders’ Meeting Agenda89


D. Proposed ResolutionsITEM 1ITEM 2Proposal: To Approve Amendments to Acer Incorporated Regulations for the Conduct of Shareholders’Meetings (Proposed by the Board of Directors)Details: (1) According to Article 177-1 of ROC Company Law and 20th February 2012 Order No. Financial-Supervisory-Securities-Trading-1010005306 of the Financial Supervisory Commission,Executive Yuan, for electronic voting system implementation, it is proposed amending Article 3of Acer’s “Regulations for the Conduct of Shareholders’ Meetings”, please refer to “ComparisonTable of Acer Incorporated Regulations for the Conduct of Shareholders’ Meetings Before andAfter Revision”.(2) Please discussProposal: To Accept 2011 Financial Statements and Business Report (Proposed by the Board of Directors)Details: (1) The 2011 Financial Statements of Acer Incorporated (including the Single Balance Sheets,Statement of Income, Statement of Change in Stockholder’s Equity and Statement of CashFlow) have been approved by the Board of Directors and reviewed by the supervisors, andhereby are submitted for acceptance. (Please refer to page 28 to 34 )(2) Please discussResolution:Comparison Table of Acer Incorporated Regulations for the Conduct ofShareholders’ Meetings Before and After RevisionAcer Incorporated 2012 General Shareholders’ Meeting AgendaArticle 3Before Revision After Revision PurposeAttendance and votes of Shareholders’Meetings shall be counted based uponthe number of shares in attendance.Article 22Approved by the General Shareholders’Meeting held on May 15, 1990.First Amendment approved by theGeneral Shareholders’ Meeting held onApril 26, 1996.Second Amendment approved by theGeneral Shareholders’ Meeting held onMay 29, 1998.Third Amendment approved by theGeneral Shareholders’ Meeting held onJune 11, 2003.Resolution:Article 3Attendance and votes of Shareholders’ Meetingsshall be counted based upon the number ofshares in attendance. The present shares shallbe calculated in accordance with the attendancebook or the attendance cards as submitted, plusthe shares exercising voting right by the way ofelectronic transmission.Article 22Approved by the General Shareholders’ Meetingheld on May 15, 1990.First Amendment approved by the GeneralShareholders’ Meeting held on April 26, 1996.Second Amendment approved by the GeneralShareholders’ Meeting held on May 29, 1998.Third Amendment approved by the GeneralShareholders’ Meeting held on June 11, 2003.Fourth Amendment approved by the GeneralShareholders’ Meeting held on June 15, 2012.To observeArticle 177-1 ofROC CompanyLaw and OrderNo. Financial-Supervisory-Securities-Trading-1010005306 ofthe FinancialSupervisoryCommissionTo increasethe date of theamendmentapproved by theShareholders’MeetingAcer Incorporated 2012 General Shareholders’ Meeting Agenda1011


ITEM 3ITEM 4Proposal: To Approve the Proposal for 2011 Profit & Loss Appropriation (Proposed by the Board of Directors)Details: (1) The beginning balance of the un-appropriated retained earnings of the Company isNT$8,384,027,887 in 2011. After plus the net loss after tax of 2011, NT$6,601,967,725, to setaside NT$1,467,498,709 as special reserve, the ending balance of the un-appropriated retainedearnings is NT$314,561,453, which is reserved for distribution in the future.(2) The Statements of Distribution of Retained Earnings hereby are shown as follows:(3) Please discussProposal: To Approve Amendments to Acer’s Articles of Incorporation (Proposed by the Board of Directors)Details: (1) Subject to Article 177-1 of ROC Company Law and 20th February 2012 Order No. Financial-Supervisory-Securities-Trading-1010005306 of the Financial Supervisory Commission,Executive Yuan, it is proposed amending and adding Article 12 of Acer’s Article of Incorporationso as to implement electronic voting system accordingly.(2) In order to observe Article 14-6 of Taiwan Securities and Exchange Act and “RegulationsGoverning the Appointment and Exercise of Powers by the Remuneration Committee of aCompany Whose Stock is Listed on the Stock Exchange or Traded Over the Counter” adoptedand issued 18th March 2011 by the Financial Supervisory Commission, it is proposed amendingand adding Article 16-1, Article 20 and Article 22 of Acer’s Article of Incorporation.(3) For details on the proposed revisions, please refer to “Comparison Table of Acer’s Articles ofIncorporation Before and After Revision”.(4) Please discussAcer Incorporated2011 Statement of Profit & Loss AppropriationUnit:NT$Beginning Balance of Un-appropriated Retained Earnings 8,384,027,887Plus:2011 Net Loss after Tax (6,601,967,725)Less: Special Reserve (1,467,498,709)Comparison Table of Acer’s Articles of IncorporationBefore and After RevisionEnding Balance of Un-appropriated Retained Earnings 314,561,453Before Revision After Revision PurposeAcer Incorporated 2012 General Shareholders’ Meeting Agenda12Resolution:Chapter IV – Directors and SupervisorsArticle 12This Company shall have seven (7)directors and two (2) supervisors, to beelected from shareholders with legalcapability. The term of office for directorsand supervisors shall be three (3) years.The directors and supervisors are eligiblefor re-election. The total capital stock heldby all directors and supervisors shall notbe less than the percentage provided bythe competent authority. The Companymay buy the Responsibility Insurance forthe Directors and the Supervisors whohave to be responsible for the damagescaused by their duties.The Company shall establish two (2)independent directors to be included inthe number of directors designated inthe preceding paragraph. The electionsfor independent directors shall proceedwith the candidate nomination system;the shareholders shall elect independentdirectors from among the nominees listedin the roster of independent directorcandidates.Chapter IV – Directors and SupervisorsArticle 12This Company shall have seven (7)directors and two (2) supervisors, to beelected from shareholders with legalcapability the nominees listed in the rosterof director with the candidate nominationsystem. The term of office for directors andsupervisors shall be three (3) years. Thedirectors and supervisors are eligible forre-election. The total capital stock held byall directors and supervisors shall not beless than the percentage provided by thecompetent authority. The Company maybuy the Responsibility Insurance for theDirectors and the Supervisors who have tobe responsible for the damages caused bytheir duties.The Company shall establish two (2)independent directors to be included inthe number of directors designated inthe preceding paragraph. The electionsfor independent directors shall proceedwith the candidate nomination system;the shareholders shall elect independentdirectors from among the nominees listedin the roster of independent directorcandidates.Subject toArticle 177-1 ofROC CompanyLaw and 20thFebruary2012 OrderNo. Financial-Supervisory-Securities-Trading-1010005306 ofthe FinancialSupervisoryCommissionAcer Incorporated 2012 General Shareholders’ Meeting Agenda13


Acer Incorporated 2012 General Shareholders’ Meeting AgendaBefore Revision After Revision PurposeNon (new) Article 16-1The Board of Directors is authorized todetermine the compensation recommendedby the Remuneration Committee forthe directors and supervisors, takinginto account the extent and value of theservices provided for the management ofthe Corporation and the standards of theindustry within the R.O.C. and overseas, nomatter whether the Company has profit orsuffered loss.Article 20Where this Company has earnings atthe end of the fiscal year, after payingall relevant taxes, making up losses ofprevious year, this Company shall first setaside ten percent (10%) of said earningsas legal reserve, except that such legalreserve amounts to the total authorizedcapital. Thereafter, this Company shall setaside a special reserve in accordance withthe applicable laws and regulations. Anybalance left over shall be distributed asfollows:Where this Company has earnings, theremuneration of directors and supervisorsshall be distributed in accordance withArticle 20 of these Articles of Incorporation.Article 20Where this Company has earnings atthe end of the fiscal year, after paying allrelevant taxes, making up losses of previousyear, this Company shall first set aside tenpercent (10%) of said earnings as legalreserve, except that such legal reserveamounts to the total authorized capital.Thereafter, this Company shall set asideor reverse a special reserve in accordancewith the applicable laws and regulations.Any balance left over shall be distributed asfollows:To observeArticle 14 -6of TaiwanSecurities andExchangeAct and“RegulationsGoverning theAppointmentand Exercise ofPowers by theRemunerationCommittee ofa CompanyWhose Stockis Listed onthe StockExchange orTraded Overthe Counter”adopted andissued 18thMarch 2011 bythe FSCThe same asArticle 16-1Before Revision After Revision Purpose(((( O v e r F i v e p e r c e n t ( 5 % ) f o rbonuses to employees. When theemployee bonuses will be paidin the form of share bonuses, theemployees entitled to such sharebonuses may include employeesof subsidiaries of this Companysatisfying certain criteria. Thecriteria shall be formulated by theBoard of Directors;(((( One percent (1%) for remunerationof directors and supervisors,the standard for distribution ofremuneration will be determinedby the chairman of the Board ofDirectors; and(((( The remainder, after an amount isreserved for operation needs, shallbe allocated to shareholders asbonuses.Above distribution ratio may be adjustedupon the consent of shareholders meeting.Article 22These Articles of Incorporation wereapproved on June 19, 1979.(ignored)Resolution:(((( Over Five percent (5 %) for bonusesto employees. When the employeebonuses will be paid in the formof share bonuses, the employeesentitled to such share bonuses mayinclude employees of subsidiariesof this Company satisfying certainc r i t e r i a . T h e c r i t e r i a s h a l l b eformulated by the Board of Directors;(((( Not more than one percent (1%)for remuneration of directors ands u p e r v i s o r s , t h e s t a n d a r d f o rdistribution of remuneration will berecommended by RemunerationCommittee and determined by thechairman of the Board of Directors;and(3)The remainder together with previousyear amount, after an amount is reservedfor operation needs, shall be allocated toshareholders as bonuses. Except distributionof reserve in accordance with competentlaws and regulations, the Company shall notpay dividends or bonuses when there is noprofit.Above distribution ratio may be adjustedupon the consent of shareholders meeting.Article 22These Articles of Incorporation wereapproved on June 19, 1979.(ignored)The fortieth amendment was on June 15,2012.The same asArticle 16-1To increasethe date of theamendmentapprovedby theShareholders’MeetingAcer Incorporated 2012 General Shareholders’ Meeting Agenda1415


ITEM 5Before Revision After Revision PurposeAcer Incorporated 2012 General Shareholders’ Meeting AgendaProposal: To Approve Amendments to Acer’s “Procedures of Acquiring or Disposing of Assets” (Proposed bythe Board of Directors)Details:(1) To comply with the “Regulations Governing the Acquisition and Disposal of Assets by PublicCompanies” amended on February 13, 2012 per Order No. Financial-Supervisory-Securities-1010004588 of the Financial Supervisory Commission, Executive Yuan, it is proposed topartially amend Articles of the Company’s “Procedures of Acquiring or Disposing Assets” ; fordetails on the proposed revisions, please refer to the following “Comparison Table of Acer’sProcedures of Acquiring or Disposing Assets, Before and After Revision”.(2) Please discussComparison Table of Acer’s Procedures of Acquiring or Disposing of AssetsBefore and After RevisionBefore Revision After Revision PurposeArticle 6 Procedures of Announcementand Filing1. The acquisition or disposition of theCompany’s assets, provided below,shall be announced and filed to theCompetent Authority designated websitein accordance to its nature and thestipulated form, within two days since itsoccurrence, with the relevant data andinformation:(1) acquisition of real estate fromrelated party(2) investment in Mainland China(3) p r o c e e d i n g m e r g e r s , s p l i t s ,acquisition or shares transference(4) engaging in derivative productstransactions and the loss reachingthe upper limit loss amount ofthe total or individual contractprescribed in procedures.(5) Unless asset transactions providedin the preceding four items, thetransaction amount reaching 20%of the Company’s paid-in capitalor in exceeding NT$300 million;however, not included otherwiseprovided below:Article 6 Procedures of Announcement andFiling1. The acquisition or disposition of theCompany’s assets, provided below,shall be announced and filed to theCompetent Authority designated website inaccordance to its nature and the stipulatedform, within two days counting from thedate of since its occurrence, with therelevant data and information:(1) acquisition or disposition of real estatefrom related party; or the acquisitionor disposition of other assets exceptreal estate from related party, and thedollar amount of the transaction is20% of the Company’s paid-in capitalor 10% of the Company’s total assetsor NT$300 million or more(2) investment in Mainland China(23) p r o c e e d i n g m e r g e r s , s p l i t s ,acquisition or shares transference(34) engaging in derivative productstransactions and the loss reachingthe upper limit loss amount of thetotal or individual contract prescribedin procedures.To complywith thenewest“RegulationsGoverning theAcquisitionand Disposalof Assetsby PublicCompanies”2~5. (Ignore)(a) ~(c) (Ignore)(d) real estate acquired by theCompany by the ways ofmandating others to buildon its land, cooperativelybuilding with others to splitt h e u n i t s , c o o p e r a t i v e l ybuilding with others to acquirethe proportion of profits, orcooperatively building withothers to separately sell theunits, the transaction amounthas not exceeded NT$500million (the calculation basisis based on the anticipateda m o u n t i n v e s t e d b y t h eCompany)6. A f t e r a n n o u n c i n g a n d f i l i n g t h etransaction in accordance to theprovisions, provided that one of thefollowing conditions exist, the Companyshall announce and file the relevantdata and information to the CompetentAuthority designated website within twodays since its occurrence:(1) The executed relevant contracts ofthe original transaction have beenchanged, terminated or ceased.(2) Mergers, splits, acquisition orshares transference have not beencompleted in accordance to theanticipated timeframe set in thecontracts.(45) Unless asset transactions providedin the preceding three four items orinvestment in Mainland China, thetransaction amount reaching 20% ofthe Company’s paid-in capital or inexceeding NT$300 million; however,not included otherwise providedbelow:2~5. (Ignore)(a) ~(c) (Ignore)(d) real estate acquired by theC o m p a n y b y t h e w a y s o fmandating others to build on itsland, by the ways of mandatingothers to build on a leasedland, cooperatively buildingwith others to split the units,cooperatively building withothers to acquire the proportionof profits, or cooperativelyb u i l d i n g w i t h o t h e r s t oseparately sell the units, thetransaction amount has notexceeded NT$500 million (thecalculation basis is based onthe anticipated amount investedby the Company)6. After announcing and filing the transactionin accordance to the provisions, providedthat one of the following conditions exist,the Company shall announce and filethe relevant data and information to theCompetent Authority designated websitewithin two days counting from the date ofsince its occurrence:(1) The executed relevant contracts ofthe original transaction have beenchanged, terminated or ceased.(2) Mergers, splits, acquisition or sharestransference have not been completedin accordance to the anticipatedtimeframe set in the contracts.(3) Any change in the content of theoriginal announcement and filing.To complywith thenewest“RegulationsGoverning theAcquisitionand Disposalof Assetsby PublicCompanies”Acer Incorporated 2012 General Shareholders’ Meeting Agenda1617


Acer Incorporated 2012 General Shareholders’ Meeting AgendaBefore Revision After Revision PurposeArticle 8 Control Management Processfor Subsidiaries’ Acquisition orDisposition of Assets111For the acquisition or disposition ofassets by subsidiaries invested by theCompany, the subsidiaries’ “Proceduresof Acquiring or Disposing of Assets”shall be enacted in accordance withcompetent regulations; and filed to theBoard of Director of the Company. Thesame procedures shall apply with anyamendment.222When the acquisition or disposition ofassets by subsidiaries not categorizedas domestic public companies reachesthe standards of announcementand filing set forth herein, it shall beannounced and filed by the Companywith copies to relevant authorities-inchargein accordance to procedures setforth herein.Article 8 Control Management Processfor Subsidiaries’ Acquisition orDisposition of Assets111For the acquisition or disposition of assetsby subsidiaries invested by the Company,one of the following ways shall beprocessed in advance:(1) The acquisition or disposition shallbe approved and executed by theBoard of Director and competentd e p a r t m e n t s o f t h e C o m p a n y.The Company’s subsidiaries shallcooperate in related execution; or(2) For the acquisition or dispositionof assets by subsidiaries investedby the Company, the subsidiaries’“Procedures of Acquiring or Disposingof Assets” shall be enacted andexecuted i n a c c o r d a n c e w i t hcompetent regulations; and filed to theBoard of Director of the Company. Thesame procedures shall apply with anyamendment.222When the acquisition or disposition ofassets by subsidiaries not categorizedas domestic public companies reachesthe standards of announcement and filingset forth herein, it shall be announcedand filed by the Company with copiesto relevant authorities-in-charge inaccordance to procedures set forthherein.333The Paid-in capital or total assets ofthe Company shall be the standard fordetermining whether or not a subsidiaryunder the preceding paragraph is subjectto the provision in Article 6, paragraph 1requiring the Company announcementand filing with the authority in the eventthe type of transaction reaches 20% ofpaid-in capital or 10% of total assets.Same asaboveBefore Revision After Revision PurposeArticle 10 A p p r a i s a l R e p o r t f r o mP r o f e s s i o n a l A p p r a i s a lInstitutionsIn acquiring or disposing of real estates orother fixed assets by the Company, unlessotherwise transacted with a governmentinstitution, commissioned others to buildon its own land, leased land by appointinga constructor, or acquired or disposed themachines and equipment for businessuse, and the transaction amount reaching20% of the Company’s paid-in capital or inexceeding NT$300 million, the Companyshall obtain the appraisal report issuedby professional appraisal institutions, andcomply with provisions below:111Due to special reasons, when the fixedprice, specified price, or special price isdeemed as the reference basis of thetransaction price, this transaction shallbe reported and decided by the Boardof Directors for approval. If there is anychange of the transaction conditions,the procedures herein above shallapply.222If the transaction amount is more thanNT$ 1 billion, two or more professionalappraisal institutions shall be retainedto conduct an appraisal.333Provided that one of the followingconditions exist in the appraisal resultsof professional appraisal institutions, anaccountant shall be retained to expressspecific opinion on the reason for thedifference and the appropriateness ofthe transaction price:((((t h e d i f f e r e n c e b e t w e e n t h eappraisal of appraisal institutionsand transaction amount is 20% oftransaction amount or more;Article 10 A p p r a i s a l R e p o r t f r o mProfessional Appraisal InstitutionsIn acquiring or disposing of real estates orother fixed assets by the Company, unlessotherwise transacted with a governmentinstitution, commissioned others to buildon its own land, leased land by appointinga constructor, or acquired or disposed themachines and equipment for business use,and the transaction amount reaching 20% ofthe Company’s paid-in capital or in exceedingNT$300 million, the Company shall obtainthe appraisal report issued by professionalappraisal institutions before occurrence ofthe event, and comply with provisions below:111Due to special reasons, when the fixedprice, specified price, or special price isdeemed as the reference basis of thetransaction price, this transaction shallbe reported and decided by the Boardof Directors for approval. If there is anychange of the transaction conditions, theprocedures herein above shall apply.222If the transaction amount is more thanNT$ 1 billion, two or more professionalappraisal institutions shall be retained toconduct an appraisal.333Except for all of appraisal results areeither higher or lower than transactionprice, provided that one of the followingconditions exist in the appraisal resultsof professional appraisal institutions, anaccountant shall be retained to expressspecific opinion on the reason for thedifference and the appropriateness of thetransaction price:((((the difference between the appraisal ofappraisal institutions and transactionamount is 20% of transaction amountor more;Same asaboveAcer Incorporated 2012 General Shareholders’ Meeting Agenda1819


Acer Incorporated 2012 General Shareholders’ Meeting AgendaBefore Revision After Revision Purpose((((the difference of appraisal betweentwo or more appraisal institutionsreaches 10% of transaction amountor more.444If the appraisal is conducted beforethe date of contract executed, the datebetween the appraisal report issued andthat of the contract executed shall not bemore than three months, however, if theannounced present value of the sameperiod is applicable and is not morethan six months, the original appraisalinstitution may issue the opinion.Article 11 Certified Accountant’s Opinions1. The Company acquiring or disposingof securities shall first obtain financialstatements of the issuing companyfor the most recent period, certifiedor reviewed by a certified publicaccountant, for reference in appraisingthe transaction price, and if thetransaction amount reaches 20%of the Company’s paid-in capital orin exceeding NT$300 million, anaccountant shall be retained to expressopinions on the reasonableness of thetransaction price. This requirement doesnot apply, however, to publicly quotedprices of securities that have an activemarket, or where otherwise provided byregulations of the Competent Authority.((((the difference of appraisal betweentwo or more appraisal institutionsreaches 10% of transaction amount ormore.444If the appraisal is conducted before thedate of contract executed, The datebetween the appraisal report issued andthat of the contract executed shall notbe more than three months, however,if the announced present value of thesame period is applicable and is not morethan six months, the original appraisalinstitution may issue the opinion.Article 11 Certified Accountant’s Opinions1. The Company acquiring or disposingof securities shall first obtain financialstatements of the issuing company for themost recent period, certified or reviewedby a certified public accountant, beforeoccurrence of the event, for referencein appraising the transaction price, andif the transaction amount reaches 20%of the Company’s paid-in capital or inexceeding NT$300 million, an accountantshall be retained to express opinions onthe reasonableness of the transactionprice before occurrence of the event; ifthe accountant adopts an expert report,the accountant shall handle the matterpursuant to Article 13 of the statementsof Financial Accounting Standards No.20 promulgated by Accounting Researchand Development Foundation. Thisrequirement does not apply, however, topublicly quoted prices of securities thathave an active market, or where otherwiseprovided by regulations of the CompetentAuthority.Same asaboveSame asaboveBefore Revision After Revision Purpose2. In acquiring or disposing membershipcertificate or intangible assets by theCompany, and the transaction amountreaching 20% of the Company’s paid-incapital or in exceeding NT$300 million,an accountant shall be retained toexpress opinions on the reasonablenessof the transaction price and theaccountant shall handle the matterpursuant to Article 13 of the statementsof Financial Accounting Standards No.20 promulgated by Accounting Researchand Development Foundation.3. The Company acquired or disposedassets through the court auctionprocedures, they may replace theappraisal report or accountant opinionswith the certified documents issued bythe court.Non(new) Article 11-12. In acquiring or disposing membershipcertificate or intangible assets by theCompany, and the transaction amountreaching 20% of the Company’s paid-incapital or in exceeding NT$300 million,before occurrence of the event, anaccountant shall be retained to expressopinions on the reasonableness of thetransaction price and the accountant shallhandle the matter pursuant to Article 13of the statements of Financial AccountingStandards No. 20 promulgated byAccounting Research and DevelopmentFoundation.3. The Company acquired or disposed assetsthrough the court auction procedures,they may replace the appraisal reportor accountant opinions with the certifieddocuments issued by the court.In addition to handling the acquiring ordisposing assets between the Companyand related party subject to competentapproval procedures and evaluating thereasonableness of the transaction termsunder these Procedures, where thetransaction amount reaches 10% of theCompany’s total assets or more, appraisalreport or accountant opinion shall beobtained in accordance with Article 10 to thepreceding Article.When judging whether a trading counterpartyis a related party, in addition to legalformalities, the substance of the relationshipshall also be considered.Article 11-2The transaction mounts in the precedingthree Articles are calculated in accordanceto Article 6, Paragraph 2; within one year asused refers to the year preceding the basedate of occurrence of the current transaction.Items duly obtained appraisal report oraccountant opinion in accordance with theseProcedures need not be entered.Same asaboveSame asaboveSame asaboveAcer Incorporated 2012 General Shareholders’ Meeting Agenda2021


Acer Incorporated 2012 General Shareholders’ Meeting AgendaBefore Revision After Revision PurposePurchase of Real Estate from RelatedPartyArticle 12 The acquisition of real estatefrom related party, the Company shallsubmit information provided below tothe Board of Directors for approval andto supervisors for recognition before itsexecution:111 reasons, necessity and the anticipatedbenefit of real estate purchase222 reasons of determination of the relatedpersons as the transaction party333 relevant information for evaluatingthe reasonableness of the anticipatedtransaction conditions pursuant toprovisions of Articles 13 and 14444 items such as the date and priceoriginally acquired by the relatedparty, transaction counterparty and itsrelations between the Company and therelated party555 the forecasting chart for cash receivedin each month in one year in the futurefrom the anticipated month for contractexecution, with the evaluation on thenecessity of the transaction and thereasonableness of the fund usage666 fixed conditions and other importantagreed items of this transactionPurchase of Real Estate from Related PartyArticle 12 The acquisition or dispositionof real estate from related parties, or theacquisition or disposition of other assetsexcept real estate from related party, and thedollar amount of the transaction is 20% ofthe Company’s paid-in capital or 10% of theCompany’s total assets or NT$300 million ormore, the Company shall submit informationprovided below to the Board of Directors forapproval and to supervisors for recognitionbefore signing the contracts and paymentsits execution:111 reasons, necessity and the anticipatedbenefit of real estate purchase assetsacquisition or disposition222 reasons of determination of the relatedpersons as the transaction party333 relevant information for evaluatingthe reasonableness of the anticipatedtransaction conditions of real estateacquisition from related party pursuant toprovisions of Articles 13 and 14444 items such as the date and price originallyacquired by the related party, transactioncounterparty and its relations between theCompany and the related party555 the forecasting chart for cash receivedin each month in one year in the futurefrom the anticipated month for contractexecution, with the evaluation on thenecessity of the transaction and thereasonableness of the fund usage666 Appraisal report or accountant opinionobtained in accordance with theseProcedures777 fixed conditions and other importantagreed items of this transactionThe transaction mounts in the precedingparagraph are calculated in accordance toArticle 6, Paragraph 2; within one year asused refers to the year preceding the basedate of occurrence of the current transaction.Items duly approved by the Board ofDirectors and recognized by supervisors withthese Procedures need not be entered.Same asaboveBefore Revision After Revision PurposeArticle 22Article 22Same asaboveParagraph 1~2 and 4 (ignore)Paragraph 1~2 and 4 (ignore)When participating in a merger, split,acquisition, or transfer of anothercompany’s shares, the Company shall,within two days of passage of a resolutionby the board of directors, report (in theprescribed format and via the Internetbasedinformation system) the informationrequested by the Competent Authority forrecordation.Article 28 OthersParagraph 1~9 (ignore)Article 29The Procedures were enacted on July 28,1995.(ignored)Resolution:When participating in a merger, split,acquisition, or transfer of another company’sshares, the Company shall, within two dayscounting from the date of passage of aresolution by the board of directors, report (inthe prescribed format and via the Internetbasedinformation system) the informationrequested by the Competent Authority forrecordation.Article 28 OthersParagraph 1~9 (ignore)10. Where foreign company’s share is noparstock or its par value per share isnot the NT$10, the transaction amountcalculation related to 20% of the paid-incapital under Article 6, 8 and Article 10 toArticle 12 shall be calculated by 10% ofshareholders’ equity.Article 29The Procedures were enacted on July 28,1995.(ignored)The 5 th amendment was made on June 15,2012.Same asaboveTo increasethe date ofamendmentAcer Incorporated 2012 General Shareholders’ Meeting Agenda2223


Acer Incorporated 2012 General Shareholders’ Meeting AgendaITEM 6Proposal: To Approve Amendments to Acer’s “Procedures Governing Lending of Capital to Others” (Proposedby the Board of Directors)Details: (1) Subject to competent administrative guidance and suggestion from the Financial SupervisoryCommission, SFB, Executive Yuan, it is proposed to partially amend the articles of theCompany’s “Procedures Governing Lending of Capital to Others”; for details on the proposedrevisions, please refer to “Comparison Table of Acer’s Procedures Governing Lending of Capitalto Others, Before and After Revision”(2) Please discussArticle 3. Limits on LoanComparison Table of Acer’s Procedures Governing Lending of Capital to OthersBefore and After RevisionBefore Revision After Revision Purpose111 The aggregate amount of loans of theCompany shall not exceed the 50%of the net worth of the latest financialreport. Out of the aforesaid amount,by reason of necessity to have shorttermfunding from the Company, theaggregate amount of loans of theCompany shall not exceed the 20%of the net worth as stated in its latestfinancial report.222 By reason of business relations, thelimits to lend to each single borrowershall follow the percentage stated inthe Key Points:aa For subsidiary that the Companyholds more than 50% of its totaloutstanding common shares, theaggregate amount of loans shallnot exceed 10% of the net worthof the Company.bb For enterprise that the Companyholds less than 50% of its totaloutstanding common shares, theaggregate amount of loans shallnot exceed 40% of the net worthof the enterprise.cc For other borrower, the aggregateamount of loans shall not exceed25% of the net worth of theborrower.Article 3. Limits on Loan111 The aggregate amount of loans of theCompany shall not exceed the 50%of the net worth of the latest financialreport. Out of the aforesaid amount,by reason of necessity to have shorttermfunding from the Company, theaggregate amount of loans of theCompany shall not exceed the 20%of the net worth as stated in its latestfinancial report.222 By reason of business relations, thelimits to lend to each single borrowershall follow the percentage stated in theKey Points:a For subsidiary that the Companyholds more than 50% of its totaloutstanding common shares, theaggregate amount of loans shall notexceed 10% of the net worth of theCompany.b For enterprise that the Companyholds less than 50% of its totaloutstanding common shares, theaggregate amount of loans shall notexceed 5% of the net worth of theCompany, nor exceed 40% of thenet worth of the enterprise.c For other borrower, the aggregateamount of loans shall not exceed3% of the net worth of the Company,nor exceed 25% of the net worth ofthe borrower.To comply withcompetentadministrativeguidance andsuggestionfrom SFB.Before Revision After Revision Purpose333 By reason of necessity to have shorttermfunding from the Company, thelimits to loan to each single borrowershall follow the percentage stated inthe Key Points:aa For subsidiary that the Companyholds more than 50% of its totaloutstanding common shares, theaggregate amount of loans shallnot exceed 10% of the net worthof the Company.bb For enterprise that the Companyholds less than 50% of its totaloutstanding common shares, theaggregate amount of loans shallnot exceed 40% of the net worthof the enterprise.cc For other borrower, the aggregateamount of loans shall not exceed25% of the net worth of theborrower.In the event the Company providesloans to enterprise in which theCompany is designated to becomea future stockholder by reason ofnecessity to have short-term funding,each application shall be submittedto the Board of Directors for approvaland the aggregate amount shall notexceed the aforesaid limits.Article 10. Control Management Processof SubsidiariesWhen the subsidiaries in which theCompany has control is lending capitalto others, the subsidiaries shall enact the“Procedures Governing Lending of Capital”and file with the Board of Directors of theCompany for ratification, provided thatthese Procedures thereto shall compliedwith these Procedures. The aggregateamount of loan of the subsidiaries and theaggregate amount of the loan for individualenterprise shall not exceed the followingstandard:333 By reason of necessity to have shorttermfunding from the Company, thelimits to loan to each single borrowershall follow the percentage stated in theKey Points:aa For subsidiary that the Companyholds more than 50% of its totaloutstanding common shares, theaggregate amount of loans shall notexceed 10% of the net worth of theCompany.bb For enterprise that the Companyholds less than 50% of its totaloutstanding common shares, theaggregate amount of loans shall notexceed 5% of the net worth of theCompany, nor exceed 40% of thenet worth of the enterprise.cc For other borrower, the aggregateamount of loans shall not exceed3% of the net worth of the Company,nor exceed 25% of the net worth ofthe borrower.In the event the Company providesloans to enterprise in which theCompany is designated to becomea future stockholder by reason ofnecessity to have short-term funding,each application shall be submittedto the Board of Directors for approvaland the aggregate amount shall notexceed the aforesaid limits.Article 10. Control Management Process ofSubsidiariesWhen the subsidiaries in which theCompany has control is lending capitalto others, the subsidiaries shall enact the“Procedures Governing Lending of Capital”and file with the Board of Directors of theCompany for ratification, provided that theseProcedures thereto shall complied withthese Procedures. The aggregate amountof loan of the subsidiaries and the aggregateamount of the loan for individual enterpriseshall not exceed the following standard:To comply withcompetentadministrativeguidance andsuggestionfrom SFB.To comply withcompetentadministrativeguidance andsuggestionfrom SFB.Acer Incorporated 2012 General Shareholders’ Meeting Agenda2425


Acer Incorporated 2012 General Shareholders’ Meeting AgendaBefore Revision After Revision Purpose111 For the subsidiaries in which theCompany directly or indirectlyholds 100% of its total outstandingcommon shares, the aggregateamount of loans and the amount ofloan for individual enterprise shall becalculated based on the net worth ofthe Company and the stipulations ofthese Procedures.222 For the subsidiaries in which theCompany did not directly or indirectlyholds 100% of its total outstandingcommon shares, the aggregateamount of loan and the amount ofloan for individual enterprise shall becalculated based on the net worth ofthe subsidiaries and the stipulationsof these Procedures.333 Where funds are loaned betweenthe overseas companies in whichthe Company directly and indirectlyholds 100% voting shares or capital,such funds may be loaned free of thelimitation of the aggregate amountof short-term funding under Article3 Paragraph 1, the limits to eachsingle borrower under Paragraph 3Clause a and Article 4; but the limit tolend to each single borrower and theaggregate amount of the total loansshall not exceed the 50% of the networth of the Company.Article 17Approved by General Shareholder ’sMeeting held on January 15, 1993;(ignored)Resolution:111 For the subsidiaries in which theCompany directly or indirectly holds100% of its total outstanding commonshares, the aggregate amount of loansand the amount of loan for individualenterprise shall be calculated basedon the net worth of such subsidiarythe Company and the stipulations ofits these Procedures; but the loanssubject to Clause 3 of this Article, shallbe calculated based on the net worthof the Company.222 For the subsidiaries in which theCompany did not directly or indirectlyholds 100% of its total outstandingcommon shares, the aggregateamount of loan and the amount ofloan for individual enterprise shall becalculated based on the net worth ofthe subsidiaries and the stipulations ofits these Procedures.333 Where funds are loaned betweenthe overseas companies in whichthe Company directly and indirectlyholds 100% voting shares or capital,such funds may be loaned free of thelimitation of the aggregate amountof short-term funding under Article 3Paragraph 1, the limits to each singleborrower under Paragraph 3 Clause aand Article 4; but the loan period shallnot be exceed three years and the limitto lend to each single borrower and theaggregate amount of the total loansshall not exceed the 50% of the networth of the Company.Article 17Approved by General Shareholder’s Meetingheld on January 15, 1993;(ignored)The Eleventh amendment was made onJune 15, 2012.To comply withcompetentadministrativeguidance andsuggestionfrom SFB.Theshareholders’meeting dateshall be thedate of theseamendmentsE. Special MotionF. Closing of MeetingAcer Incorporated 2012 General Shareholders’ Meeting Agenda2627


Attachment 1situation for us.Last year, with the objective of mid-to long-term cloud deployment, Acer acquired a US-based iGware Inc.In early 2012, Acer already achieved a visible result. AcerCloud can connect all personal devices includingdifferent form factors, and supports across platforms. It allows users to securely transfer digital content ina safe personal space for anytime, anywhere access. We are shipping Acer’s consumer PCs bundling withAcerCloud, which is expected to become a key element to create differentiation for Acer products and toenhance our brand value.Business Report to ShareholdersLooking back to our business performance on 2011, Acer Inc. encountered many difficulties. Mainly due tothe high channel inventory in EMEA operations, complex products and brand strategy, high level personnelreadjustment and reorganization, Europe and US economic slowdown, the business performance have beenimpacted significantly.Acer’s key priorities in the future are to strengthen product innovation from user’s point of view, create valuefor our customers, and enhance brand positioning. By following these principles, we will naturally increaseour market shares and profits. Moreover, we will solidify our position as a world-leading vendor of notebookPCs, operate the mobile devices business pragmatically, further expand into key emerging markets, boost ourpresence in the commercial PC, and continue to reinforce globalization.In 2011, Acer’s consolidated revenue was NT475.3B (US15.7B), declining 24.4% year-on-year (YOY),and operating loss reached NT$6.4B (US$212M). Profit-after-tax (PAT) was -NT6.6B (-US$219M) andearnings-per-share (EPS) was -NT$2.52. For this result, we would like to express our sincere apology to allshareholders.After a significant reorganization and personnel readjustments, Acer’s new management is ready with aclear set of strategies to grasp the new opportunities. Meanwhile, we will also continue strengthen corporategovernance.Shipments wise, according to leading market research company, Gartner Dataquest, last year Acer was rankedNo.4 for total PCs and No. 2 for notebook worldwide. Regionally, Acer held No.2 position for total PCs in theAsia Pacific, No.3 in China, representing an obvious growth in the emerging markets in comparison with EMEAand US.Acer’s current business operation is becoming more stable and is back to the right track. With persistent hardwork, 2012 will be the year of returning to growth and profitability again. Finally, on behalf of Acer, I’d like tothank each shareholder’s long-term support and wish we can continue to build a mutually winning future.After the resignation of Mr. Gianfranco Lanci, Acer’s former CEO and President, Acer soon discovered highchannel inventory and disputed accounts receivable in EMEA operations. In order to solve the issue, themanagement team decided to write-off its operational loss one time. Together with the compensation forreorganization, Acer has suffered a huge loss for which we deeply feel sorry. Since the second half of lastyear, Acer has extended the inventory management to channel side so to accurately access to the channelsell-out information.Acer Incorporated 2012 General Shareholders’ Meeting AgendaIn the past few years, our corporate strategy is maximizing volume growth via multi-brands. However,front and back-end operation become too complicated to manage because of the redundant brands andproduct models. Hence, Acer has implemented a new policy - simplification. By following this principle,we are simplifying our brands, product models, and the entire operation in pursuit of better design, quality,performance, and operation speed and efficiency, which will restore our competitiveness.Currently, PC is Acer’s core business. Our strategy is to simplify multi-brands, yet to continue of seeking largereconomies of scale. We need to ensure there must be a differentiation among product positioning and createvalue for our customers. With this mindset, we will plan the various product models for different brands.Concurrently, for the development of tablets PCs and mobile devices, Acer is focusing strategically on a limitedselection of models to pursue business performance.Looking towards 2012, although PCs have been impacted by the new challenges arise from the remarkabletransformation of ICT industry, there are still promising opportunities to be seized. The two utmost areUltrabook and Windows 8. Currently, Acer is leading in the Ultrabook trend, and we foresee that in thenext few years, thin and light, instant on, instant connect, and long battery life will become standard on allnotebooks. Windows 8, which will launch in the second half of the year, can be applied to Ultrabooks andmobile devices. We expect that it could bring about substantial business opportunity and will pose a favorableSincerely,J.T. WangChairman & CEOAcer Incorporated 2012 General Shareholders’ Meeting Agenda2829


Acer Incorporated 2012 General Shareholders’ Meeting Agenda30Attachment 2The Board of DirectorsAcer Incorporated:Independent auditors’ ReportWe have audited the accompanying non-consolidated balance sheets of Acer Incorporated (the“Company”) as of December 31, 2011 and 2010, and the related non-consolidated statements ofincome, changes in stockholders’ equity, and cash flows for the years then ended. Thesefinancial statements are the responsibility of the Company’s management. Our responsibility isto express an opinion on these financial statements based on our audits.We conducted our audits in accordance with the “Regulations Governing Auditing andCertification of Financial Statements by Certified Public Accountants” and auditing standardsgenerally accepted in the Republic of China. Those regulations and standards require that weplan and perform the audit to obtain reasonable assurance about whether the financial statementsare free of material misstatement. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements. An audit also includesassessing the accounting principles used and significant estimates made by management, as well asevaluating the overall financial statement presentation. We believe that our audits provide areasonable basis for our opinion.In our opinion, the non-consolidated financial statements referred to in the first paragraph presentfairly, in all material respects, the financial position of Acer Incorporated as of December 31, 2011and 2010, and the results of its operations and its cash flows for the years then ended, inconformity with the accounting principles generally accepted in the Republic of China.We have also audited the consolidated financial statements of Acer Incorporated and subsidiariesas of and for the years ended December 31, 2011 and 2010, prepared by the Company, andexpressed unqualified opinions for 2011 and 2010 consolidated financial statements.KPMGTaipei, Taiwan (the Republic of China)ACER INCORPORATEDNon-Consolidated Balance SheetsDecember 31, 2011 and 2010(Expressed in thousands of New Taiwan dollars)Liabilities and Stockholders’ Equity 2011.12.31 2010.12.31NT$ NT$Assets 2011.12.31 2010.12.31NT$ NT$Current liabilities:Financial liabilities at fair value through profit or loss current - 353Derivative financial liabilities held for hedging 27,986 427,901Notes and accounts payable 62,669,700 62,868,178Notes and accounts payable to related parties 6,526,825 6,459,150Other payables to related parties 689,562 1,008,133Royalties payable 8,935,902 9,151,415Accrued expenses and other current liabilities 14,192,365 14,710,399Current portion of long-term debt - 6,100,000Deferred inter-company profits 56,403 98,746Total current liabilities 93,098,743 100,824,275 Long-term liabilities:Financial liabilities at fair value through profit or loss noncurrent 1,216,586 1,338,524Bonds Payable 14,064,997 13,103,887Long-term debt, excluding current portion 9,000,000 6,100,000Other liabilities 64,194 27,971Deferred income tax liabilities noncurrent 1,776,203 2,836,228Total long-term liabilities 26,121,980 23,406,610Total liabilities 119,220,723 124,230,885Current assets:Cash and cash equivalents 30,769,328 37,402,911Available-for-sale financial assets current 66,446 85,617Financial assets at fair value through profit or loss current 39,221 18,945Derivative financial assets held for hedging current 650,104 66,984Notes and accounts receivable, net of allowance for impairment of NT$69,356 andNT$85,261 as of December 31, 2011 and 2010, respectively 7,857,933 8,864,537Notes and accounts receivables from related parties 43,467,442 48,532,715Other receivables 2,536,502 2,296,426Other receivables from related parties 1,167,106 1,935,985Inventories 15,567,695 18,428,930Prepayments and other current assets 653,868 296,655Deferred income tax assets current 570,749 493,170Total current assets 103,346,394 118,422,875Long-term investments:Investments accounted for using equity method 75,717,724 81,374,091Available-for-sale financial assets noncurrent 753,057 1,986,812Financial assets carried at cost noncurrent 598,161 699,321Total long-term investments 77,068,942 84,060,224Stockholders’ equity:Common stock 27,098,915 27,001,793Common stock subscription - 21,656Capital surplus 40,219,518 39,578,915Retained earnings:Legal reserve 12,607,933 11,096,134Special reserve 4,659,275 -Unappropriated earnings 1,782,060 24,233,146Other equity components:Foreign currency translation adjustment (3,580,136) (5,095,919)Minimum pension liability adjustment (16,993) (23,957)Unrealized gain (loss) on financial instruments (630,621) 460,600Treasury stock (6,390,846) (3,522,598)Total stockholders’ equity 75,749,105 93,749,770Commitments and contingenciesProperty, plant and equipment:Land 734,207 699,850Buildings and improvements 976,224 1,010,699Computer equipment and machinery 709,328 585,920Other equipment 116,785 769,652Construction in progress and advance payments for purchases of equipment 85,441 9,0722,621,985 3,075,193Less: accumulated depreciation (771,358) (848,218)Less: accumulated impairment (236,380) (236,380)Net property, plant and equipment 1,614,247 1,990,595Total liabilities and stockholders’ equity 194,969,828 217,980,655Intangible assets:Trademark 7,402,020 7,431,112Other intangible assets 1,004,957 1,112,417Total intangible assets 8,406,977 8,543,529Property not used in operation 3,348,459 3,479,214Refundable deposits 184,433 185,911Noncurrent receivable 49,714 82,260Deferred charges and other assets 950,662 1,216,047Total assets 194,969,828 217,980,655Acer Incorporated 2012 General Shareholders’ Meeting Agenda31


Acer Incorporated 2012 General Shareholders’ Meeting Agenda32ACER INCORPORATEDNon-Consolidated Statements of IncomeFor the years ended December 31, 2011 and 2010(Expressed in thousands of New Taiwan dollars, except earnings per share data)2011 2010NT$NT$Net Sales 405,713,868 521,545,234Cost of sales (398,825,731) (504,780,886)Gross profit 6,888,137 16,764,348Changes in realized (unrealized) inter-company profits 42,343 (40,394)Realized gross profit 6,930,480 16,723,954Operating expenses:Selling (3,940,782) (5,629,069)Administrative (1,058,513) (1,004,766)Research and development (921,493) (1,042,303)Total operating expenses (5,920,788) (7,676,138)Operating income 1,009,692 9,047,816Non-operating income and gains:Interest income 73,601 46,741Investment gain recognized using equity method, net - 8,708,131Foreign currency exchange gain and valuation gain on financial instruments, net 236,922 -Gain on disposal of investments, net 274,042 1,979,734Other income 272,998 317,911857,563 11,052,517Non-operating expenses and losses:Interest expense (699,385) (456,938)Investment loss recognized using equity method, net (8,952,678) -Other investment loss (7,260) -Foreign currency exchange loss and valuation loss on financial -(1,491,045)instruments, netImpairment loss of non-financial assets, net of reversal gain - (378,178)Other losses (195) (171,092)(9,659,518) (2,497,253)Income (loss) before income taxes (7,792,263) 17,603,080Income tax benefit (expense) 1,190,295 (2,485,083)Net income (loss) (6,601,968) 15,117,997Before After Before Afterincome income income incomeEarnings per common share (in New Taiwan dollars): tax tax tax taxNT$ NT$ NT$ NT$Basic earnings per common share retroactively adjusted (2.97) (2.52) 6.65 5.71Diluted earnings per common share – retroactively adjusted (2.97) (2.52) 6.48 5.57ACER INCORPORATEDNon-Consolidated Statements of Changes in Stockholders’ EquityFor the years ended December 31, 2011 and 2010(Expressed in thousands of New Taiwan dollars)Retained earningsTotalstockholders’Unrealizedgain (loss)on financial TreasuryMinimum PensionliabilityForeign currencytranslationCommon Common stock Capital Legal Special Unappropriatedstock subscription surplus reserve reserve earnings adjustment adjustment Instruments stock equityNT$ NT$ NT$ NT$ NT$ NT$ NT$ NT$ NT$ NT$Balance at January 1, 2010 26,882,283 - 38,494,118 9,960,796 1,991,615 16,622,600 959,621 (7,908) 1,014,317 (3,522,598) 92,394,844Appropriation approved by the stockholders (note 1):Legal reserve - - - 1,135,338 - (1,135,338) - - - - -Reversal of special reserve - - - - (1,991,615) 1,991,615 - - - - -Cash dividends - - - - - (8,336,835) - - - - (8,336,835)Stock dividends to shareholders 26,893 - - - - (26,893) - - - - -Employees’ bonuses in shares of stock 26,483 - 173,517 - - - - - - - 200,0002010 net income - - - - - 15,117,997 - - - - 15,117,997Common stock subscription under option plans 66,134 21,656 118,022 - - - - - - - 205,812Cash dividends distributed to subsidiaries - - 118,419 - - - - - - - 118,419Stock-based compensation cost - - 458,736 - - - - - - - 458,736Conversion right from issuance of convertible bonds - - 295,494 - - - - - - - 295,494Unrealized valuation loss on available-for-sale financial assets - - - - - - - - (179,096) - (179,096)Effective portion of changes in fair value of cash flow hedges - - - - - - - - 30,507 - 30,507Minimum pension liability adjustment - - - - - - - (16,049) - - (16,049)Foreign currency translation adjustment - - - - - - (6,055,540) - - - (6,055,540)Adjustments from investments accounted for using equity method - - (79,391) - - - - - (405,128) - (484,519)Balance at December 31, 2010 27,001,793 21,656 39,578,915 11,096,134 - 24,233,146 (5,095,919) (23,957) 460,600 (3,522,598) 93,749,770Appropriation approved by the stockholders (note 2):Legal reserve - - - 1,511,799 - (1,511,799) - - - - -Special reserve - - - - 4,659,275 (4,659,275) - - - - -Cash dividends - - - - - (9,678,044) - - - - (9,678,044)2011 net loss - - - - - (6,601,968) - - - - (6,601,968)Common stock subscription under option plans 97,122 (21,656) 122,081 - - - - - - - 197,547Purchase of treasury stock - - - - - - - - - (2,868,248) (2,868,248)Cash dividends distributed to subsidiaries - - 140,358 - - - - - - - 140,358Stock-based compensation cost - - 400,044 - - - - - - - 400,044Unrealized valuation loss on available-for-sale financial assets - - - - - - - - (1,235,947) - (1,235,947)Effective portion of changes in fair value of cash flow hedges - - - - - - - - 170,198 - 170,198Minimum pension liability adjustment - - - - - - - 6,964 - - 6,964Foreign currency translation adjustment - - - - - - 1,515,783 - - - 1,515,783Adjustments from investments accounted for using equity method - - (21,880) - - - - - (25,472) - (47,352)Balance at December 31, 2011 27,098,915 - 40,219,518 12,607,933 4,659,275 1,782,060 (3,580,136) (16,993) (630,621) (6,390,846) 75,749,105Note1: Directors’ and supervisors’ remuneration of $122,096 and employee bonuses of $1,000,000 for 2009 have been deducted in the 2009 net income.Note2: Directors’ and supervisors’ remuneration of $89,469 and employee bonuses of $1,500,000 for 2010 have been deducted in the 2010 net income.Acer Incorporated 2012 General Shareholders’ Meeting Agenda33


ACER INCORPORATEDNon-Consolidated Statements of Cash FlowsFor the years ended December 31, 2011 and 2010(Expressed in thousands of New Taiwan dollars)2011 2010NT$NT$Attachment 3Articles of Incorporation of Acer IncorporatedAcer Incorporated 2012 General Shareholders’ Meeting Agenda34Cash flows from operating activities:Net income (loss) (6,601,968) 15,117,997Adjustments to reconcile net income (loss) to net cash provided by operating activities:Depreciation 200,312 190,524Amortization 523,485 490,624Stock-based compensation cost 398,243 453,861Valuation loss (gain) on financial assets and liabilities (955,404) 1,412,907Investment loss (gain) recognized using equity method, net 8,196,068 (9,171,921)Cash dividends received from equity method investments 909,636 380,478Other investment gain (11,751) (27,058)Gain on disposal of investments, net (274,042) (1,979,734)Amortization of bonds payable discount and transaction cost 426,830 171,597Unrealized exchange loss (gain) on bonds payable 534,280 (1,239,955)Loss (gain) on disposal of property and equipment, net (5,738) 25,771Other investment loss 7,260 -Impairment loss of non-financial assets, net of reversal gain - 378,178Deferred income tax expense (benefit) (2,241,593) 1,347,370Changes in operating assets and liabilities:Notes and accounts receivable 1,006,604 4,091,812Receivables from related parties 5,065,273 39,182,923Inventories 2,757,757 510,235Other receivables, prepayments and other current assets (770,012) (411,444)Noncurrent receivable 32,546 (64,507)Notes and accounts payable (198,478) (8,838,448)Payables to related parties (250,896) (2,398,059)Royalties payable, accrued expenses and other current liabilities (716,649) (7,629,459)Deferred inter-company profits (42,343) 40,394Other liabilities 4,081 (888)Net cash provided by operating activities 7,993,501 32,033,198Cash flows from investing activities:Proceeds from disposal of available-for-sale financial assets 572,403 1,188,027Proceeds from disposal of investments 15,379 2,139,635Increase in long-term investments (1,269,200) (4,530,000)Proceeds from capital return and liquidation of investees 382,437 1,023,596Additions to property, plant and equipment and property not used in operation (162,592) (413,022)Proceeds from disposal of property, plant and equipment and property not used inoperation 109,971 345,367Decrease (increase) in loans and advances to related parties 1,771,819 (1,820,372)Additions to intangible assets (129,037) (5,009,933)Decrease (increase) in refundable deposits, deferred charges and other assets (369,519) 58,423Net cash provided by (used in) investing activities 921,661 (7,018,279)Cash flows from financing activities:Issuance of convertible bonds - 15,865,788Increase in long-term debt 9,000,000 -Repayment of long-term debt (12,200,000) -Distribution of cash dividends (9,678,044) (8,336,835)Proceeds from exercise of employee stock option 197,547 205,812Purchase of treasury stock (2,868,248) -Net cash provided by (used in) financing activities (15,548,745) 7,734,765Net increase (decrease) in cash and cash equivalents (6,633,583) 32,749,684Cash and cash equivalents at beginning of year 37,402,911 4,653,227Cash and cash equivalents at end of year 30,769,328 37,402,911Supplemental disclosures of cash flow information:Interest paid 296,764 264,704Income taxes paid 556,269 2,665,082Supplementary disclosures of non-cash investing and financing activities:Reclassification of current portion of long-term debt - 6,100,000Change in unrealized valuation loss on financial instruments 1,091,221 553,717Change in foreign currency translation adjustment 1,515,783 (6,055,540)Additions to property and equipment included in other current liabilities - 99,670Proceeds from disposal of property, equipment and deferred charges included in otherreceivables from related parties1,053,087 -Article 1.Article 2.Article 3.Article 4.Article 5.Chapter I – General ProvisionsThis Company shall be incorporated in accordance with the Company Law, and shall be calledAcer Incorporated.The business purposes of this Company shall include the following:111 F113050 To engage in the wholesale purchase and sale of computer, office machinery andequipment.222333444555666777888999F213030 To engage in the retail of computer, office machinery and equipment.F118010 To engage in the wholesale purchase and sale of information software.I301010 To provide information software services.I301020 To provide information management services.G902011 To engage in the second category of the telecommunications industry.F401010 To conduct international trade.JA02010 To repair electrical appliances and electrical products.JE01010 To engage in leasing and renting industry.1111CC01030 To manufacture electrical appliances and audiovisual electrical products.1111 CC01070 To manufacture wireless communication machinery & equipment.1111CC01110 To manufacture computer and its peripheral equipment.1111CD01060 To manufacture aircraft and its components.1111E701030 To install telecommunications control equipment.1111F401021 To import telecommunications control equipment.1111F113070 To engage in the wholesale purchase and sale of telecommunications equipment.1111IZ13010 To engage in on-line certification business.1111F108031 To engage in wholesale of medical apparatus and instruments.1111F208031 To engage in retail of medical apparatus and instruments.20. ZZ99999 All business items that are not prohibited or restricted by law, except those that aresubject to special approval.This Company may, for its business operations or other investment matters, make endorsementsor issue guarantees.The total amount of investment made by this Company shall be exempt from the restriction underArticle 13 of the Company Law.The headquarters of this Company shall be located in Taipei City, Taiwan, R.O.C. If the CompanyAcer Incorporated 2012 General Shareholders’ Meeting Agenda35


considers it necessary, it may, by a resolution adopted at a meeting by the board of directors, setup branch offices in Taiwan or abroad.Chapter IV – Directors and SupervisorsArticle 12.This Company shall have seven (7) directors and two (2) supervisors, to be elected fromshareholders with legal capability. The term of office for directors and supervisors shall be three(3) years. The directors and supervisors are eligible for re-election. The total capital stock heldby all directors and supervisors shall not be less than the percentage provided by the competentauthority. The Company may buy the Responsibility Insurance for the Directors and theSupervisors who have to be responsible for the damages caused by their duties.Chapter II – Capital StockArticle 6.The total amount of this Company capital stock is NT$ thirty-five billion divided into 3.5 billionshares at par value of NT$10 per share, within which the board of directors is authorized to issueshares in installments, out of the aforesaid total capital stock NT$ two and half billion, divided into250 million shares each at a par value of NT$10, is reserved for exercising stock warrant.The Company shall establish two (2) independent directors to be included in the number ofdirectors designated in the preceding paragraph. The elections for independent directors shallproceed with the candidate nomination system; the shareholders shall elect independent directorsfrom among the nominees listed in the roster of independent director candidates.Article 6-1. To issue employee stock options that the exercise price may be lower than the closing price of thisCompany stocks as of the issue date, this Company must have obtained the consent of at leasttwo-thirds of the voting rights represented at a shareholders meeting attended by shareholdersrepresenting a majority of the total issued shares.Article 13.The Board of Directors shall consist of directors of the company, and the chairman of the Board ofDirectors shall be elected by a majority of directors in attendance at a meeting attended by overtwo-thirds of the Board of Directors. The chairman of the Board of Directors shall represent thisCompany in external matters. The Board of Directors shall place any kinds of committee includesand so on.To transfer shares to employees at less than the average actual repurchase price, this Companymust have obtained the consent of at least two-thirds of the voting rights present at the mostrecent shareholders meeting attended by shareholders representing a majority of total issuedshares.The meeting of the Board of Directors shall be convened in accordance with Article 204 ofthe Company Law; the notice of the meeting may be made by electronic mail or facsimiletransmission.Article 7.After approval for registration, the share certificates of this Company shall be issued in registeredform, signed by, and affixed with the seals of, at least three directors of this Company, andauthenticated by the competent registrar.Acer Incorporated 2012 General Shareholders’ Meeting AgendaArticle 8.Article 9.Article 10.Article 11.All matters concerning shares shall be handled in accordance with the regulations of thecompetent authority except as otherwise provided by law.Chapter III – Shareholders’ MeetingsShareholders’ meetings of this Company are classified into (1) regular meetings and (2) specialmeetings. The board of directors shall convene regular meetings within six months after theclose of each fiscal year. Special meetings shall be convened, whenever deemed necessary inaccordance with the law.Where a shareholder is unable to attend a meeting; such shareholder may appoint a proxy byusing the proxy form provided by this Company, which shall specify the scope of proxy andbe signed and sealed by the shareholder. Where one person has been appointed to act asproxy for more than two shareholders, unless such person is engaged in the trust business, thevotes exercised by such person which exceeding three percent (3%) of all the issued andoutstanding capital stock of this Company shall not be counted.The above-mentioned proxies shall be delivered to this Company five (5) days before theshareholders’ meeting. In such a case, only the proxy received earlier shall be effective.Except as otherwise provided by the Company Law, a resolution may be adopted by the holdersof a simple majority of the votes of the issued and outstanding capital stock represented at ashareholders’ meeting at which the holders of a majority of issued and outstanding capital stockare present.Article 14.Article 15.The board of directors shall have the following authority:((((((((((((((((((((((((((((((((((((To audit and supervise annual operation plan,To determine the budget and review final accounts,To propose earnings appropriation or make up for loss,To propose increase or decrease capital plan,To consider significant capital expenditure plans,To establish branch offices or terminate branch offices,To propose and discuss amendments to the Articles of Incorporation,To decide important contracts or other important matters,To decide whether to invest in other business or whether to dispose of shares ofinvestment business,((((( To review the major dealings between the Company its related partners (including affiliatedcompanies),((((( To appoint or remove the president and/or the vice president,((((( To dispose of or purchase important property and approve the bylaws, and((((( Other authorities granted by shareholders or in accordance with the law.Where the chairman of the board of directors is on leave or cannot exercise his powers or performhis duties for any reason, an acting chairman shall be designated in accordance with Article 208of the Company Law. Where a director is unable to attend the meeting of the board of directors,he may appoint another director as his proxy to attend the meeting by issuing a letter of proxy.Acer Incorporated 2012 General Shareholders’ Meeting Agenda3637


Each director can act as a proxy for only one other director.Article 16. Unless otherwise provided for in the Company Law, resolutions of the board of directors shall beadopted by one-half of the directors at a meeting attended by one-half of the directors.Article 21.Chapter VII – Supplementary ProvisionsThe Company Law and related regulations shall govern any matter not provided in the Articles ofIncorporation.Article 22. These Articles of Incorporation were approved on June 19, 1979.The first amendment was approved on December 17, 1980.The second amendment was approved on September 10, 1981.The third amendment was approved on August 10, 1983.The fourth amendment was approved on September 2, 1983.The fifth Amendment was approved on May 10, 1985.The sixth amendment was approved on August 1, 1985.The seventh amendment was approved on October 1, 1986.The eighth amendment was approved on April 2, 1987.The ninth amendment was approved on November 15, 1987.The tenth amendment was approved on March 15, 1989.The eleventh amendment was approved on April 26, 1989.The twelfth amendment was approved on October 15, 1989.The thirteenth amendment was approved on November 22, 1989.The fourteenth amendment was approved on February 23, 1990.The fifteenth amendment was approved on May 15, 1990.The sixteenth amendment was approved on August 1, 1990.The seventeenth amendment was approved on December 27, 1990.The eighteenth amendment was approved on June 22, 1991.The nineteenth amendment was approved on December 10, 1991.The twentieth amendment was approved on June 10, 1992.The twenty-first amendment was approved on October 23, 1992.The twenty-second amendment was approved on February 17, 1993.The twenty-third amendment was approved on May 31, 1993.The twenty-fourth amendment was approved on March 24, 1994.The twenty-fifth amendment was approved on April 26, 1996.The twenty-sixth amendment was approved on April 26, 1996.The twenty-seventh amendment was approved on June 25, 1997.The twenty-eighth amendment was approved on May 29, 1998.The twenty-ninth amendment was approved on May 28, 1999.The thirtieth amendment was approved on May 23, 2000.The thirty-first amendment was approved on May 17, 2001.The thirty-second amendment was approved on December 17, 2001.The thirty-third amendment was approved on June 19, 2002.The thirty-fourth amendment was approved on June 17, 2004.The thirty-fifth amendment was on June 14, 2005.The thirty-sixth amendment was on June 15, 2006.The thirty-seventh amendment was on June 14, 2007.The thirty-eighth amendment was on June 13, 2008.The thirty-ninth amendment was on June 18, 2010.Chapter V – ManagersArticle 17.This Company may have one CEO, several presidents and vice presidents. The appointment,removal, and compensation of the president and vice presidents shall be made in accordancewith Article 29 of the Company Law.Chapter VI – AccountingArticle 18. At the end of each business fiscal year, the following reports shall be prepared by the board ofdirectors, and shall, after being audited by the supervisor or by a certified public accountantappointed by the supervisor, be submitted to the shareholders’ meeting for approval:111Business Report;222Financial Report;Acer Incorporated 2012 General Shareholders’ Meeting Agenda333Proposal of Appropriation of Net Profit or the Covering of Losses.Article 19. As the industry prosperity and the trends rapidly changed, the dividends strategy of theCompany depends on yearly earnings and external environments, therefore, cash dividendsof this Company shall be distributed at least ten percent of yearly dividends for complyingwith related regulations.Article 20. Where this Company has earnings at the end of the fiscal year, after paying all relevant taxes,making up losses of previous year, this Company shall first set aside ten percent (10%) ofsaid earnings as legal reserve, except that such legal reserve amounts to the total authorizedcapital. Thereafter, this Company shall set aside a special reserve in accordance with theapplicable laws and regulations. Any balance left over shall be distributed as follows:111Over Five percent (5 %) for bonuses to employees. When the employee bonuses will be paidin the form of share bonuses, the employees entitled to such share bonuses may includeemployees of subsidiaries of this Company satisfying certain criteria. The criteria shall beformulated by the board of directors;222One percent (1%) for remuneration of directors and supervisors, the standard for distribution ofremuneration will be determined by the chairman of the board of directors; and333The remainder, after an amount is reserved for operation needs, shall be allocated toshareholders as bonuses.Above distribution ratio may be adjusted upon the consent of shareholders meeting.Acer Incorporated 2012 General Shareholders’ Meeting Agenda3839


Article 5accordance with the Company’s relevant regulations for the internal control system.Procedures of Ratification and Decision for the Acquisition or Disposition of Assets1. Manner and the Reference Basis for the Decision on Price(1) For securities purchased and sold on a centralized exchange market or OTC exchange,the price shall be decided by the market price at the time of transaction. For securities notacquired or disposed on a centralized exchange market or OTC exchange, the price shallbe determined by reference to net value per share, profitability, and future developmentpotential, in addition, the transaction price at the time shall also be referred.(2) The acquisition or disposition of real estate and other fixed assets shall be carried out byprice comparison, price negotiation, or bidding. As to the price of real estate, it shall bedetermined by reference to the announced present value, appraised present value, andactual transaction price in the vicinity.between NT$500 million and NT1 billion; and the approval of the chairman of theboard is required for amount exceeding NT$1 billion.(2) The acquisition or disposition of real estate shall be approved by the Board of Directorsbefore its execution, except that the chairman of the board is authorized by the Boardof Directors to execute project that is less than NT$50 million, and be brought up to andratified by the Board of Directors thereafter.(3) The acquisition or disposition of other fixed assets shall be decided by the chairman of theboard before its execution, except that the transaction amount is above NT$50 million, itshall be approved by the Board of Directors.(4) The license of acquisition or disposition of derivative products is enacted in accordance tothe Company’s development of turnover and variation of risk position and effective afterthe approval of the general manager and general chief financial officer and shall be filed tothe Board of Directors. If it is amended, it shall be approved by the chairman of the boardbefore its execution. The contents of the license amount are prescribed by law.(3) For acquisition or disposition of membership certificate, the price shall be integrallyevaluated by reference to future anticipated added-value and produced benefit.(4) For acquisition of disposition of intangible assets such as patent right, copyright, trademarkright, and franchise, the price shall be entirely determined by reference to elementssuch as future anticipated profit, levels of technology development and innovation, legalprotected conditions, circumstances of license and implementation, production cost orimplementation cost, in addition, the relevant elements of right owners and licensees shallalso be integrally referred.(5) The acquisition or disposition of patents, copyrights, trademarks, franchise rights, and otherintangible assets shall be decided by Chairman of the Board before its execution, exceptthat the transaction amount is above NT$300 million, it shall be approved by the Board ofDirectors.3. Operating DepartmentAcer Incorporated 2012 General Shareholders’ Meeting Agenda422. Amount and Level of LicenseIn-charge department of the Company shall decide within its authority on the acquisition anddisposition of assets in the following situations, provided, however, that matters governed byArticle 185 of the Company Law shall be approved by the shareholders’ meeting in advance:(1) Unless otherwise provided below, the acquisition or disposition of securities shall beapproved by the Board of Directors before its execution:(a) the chairman of the board is authorized by the Board of Directors to decide andexecute project that amount is within NT$50 million, and is brought up to and ratifiedby the Board of Directors thereafter.(b) for acquisition or disposition of securities purchased and sold on the centralizedexchange market or OTC exchange, the chairman of the board is authorized bythe Board of Directors to decide and execute project that amount is within NT$300million, and is brought up to and ratified by the Board of Directors thereafter.(c) short-term idle fund invested in short-term securities such as government bondand domestic bond fund, whereby, the finance manager is authorized to executefor each single transaction or the daily total amount not exceeding NT$300 million;the approval of vice president of finance is required for amount between NT300million to 500 million; the approval of the chief financial officer is required for amountArticle 6Finance department is the operating department for securities and derivative productinvestments; the using department and the relevant in-charge department are the operatingdepartments for investments in real estate, other fixed assets, intangible assets, membershipcertificate and assets acquired or disposed by mergers, splits, acquisition or sharestransference in accordance to laws.Procedures of Announcement and Filing1. The acquisition or disposition of the Company’s assets, provided below, shall be announcedand filed to the Competent Authority designated website in accordance to its nature and thestipulated form, within two days since its occurrence, with the relevant data and information:(1) acquisition of real estate from related party.(2) investment in Mainland China.(3) proceeding mergers, splits, acquisition or shares transference.(4) engaging in derivative products transactions and the loss reaching the upper limit lossamount of the total or individual contract prescribed in procedures.(5) Unless asset transactions provided in the preceding four items, the transaction amountreaching 20% of the Company’s paid-in capital or in exceeding NT$300 million; however,not included otherwise provided below:(a) purchase and sale of government bondAcer Incorporated 2012 General Shareholders’ Meeting Agenda43


(b) purchase and sale of bonds with put or call conditions(2) Mergers, splits, acquisition or shares transference have not been completed in accordanceto the anticipated timeframe set in the contracts.(c) machinery equipment that are categorized as assets acquired or disposed forbusiness use, the transaction party is not an affiliate, and the transaction amount hasnot exceeded NT$500 millionArticle 7Scope and Amount of Acquisition or Disposition of Assets1. Apart from acquisition of assets for business use, the Company may invest or purchase realestate and securities for non-business use, the limitations on amounts are set forth as follows:(d) real estate acquired by the Company by the ways of mandating others to build on itsland, cooperatively building with others to split the units, cooperatively building withothers to acquire the proportion of profits, or cooperatively building with others toseparately sell the units, the transaction amount has not exceeded NT$500 million(the calculation basis is based on the anticipated amount invested by the Company)(1) Total investment in real estate for non-business use shall not exceed 40% of thesummation of shareholder’s equity and long-term liabilities of the Company as certified bythe accountant.2. The transaction mounts in the preceding paragraph are calculated in accordance to themethods provided herein below:(2) Total investment in securities shall not exceed the shareholder’s equity of the Company ascertified by the accountant.(1) each single transaction amount(3) Investment in a single security shall not exceed 40% of the shareholder’s equity of theCompany as certified by the accountant.(2) the transaction amount accumulated within one year with the same counterparty in theacquisition or disposition of the targeted assets with the same nature2. As to the Company and subsidiaries which the Company integrally holds more than (including)50% shares, the limitations on amounts of acquisition or disposition of assets shall not violaterules provided herein below:(3) the amount accumulated (the amounts for acquisition and disposition are separatelyaccumulated) within one year in the acquisition or disposition of the same real estate in adevelopment plan(1) shall not purchase real estate for non-business useAcer Incorporated 2012 General Shareholders’ Meeting Agenda(4) the amount accumulated (the amounts for acquisition and disposition are separatelyaccumulated) within one year in the acquisition or disposition of the same securitiesWithin one year as used in this paragraph refers to the year preceding the base date ofoccurrence of the current transaction. Items duly announced in accordance with theseProcedures need not be entered.3. The Company shall monthly enter into the transaction situations of the derivative productsengaged by it and its subsidiaries not categorized as domestic public companies up to theend of the previous month in accordance to the stipulated form to the Competent Authoritydesignated website for filing information before the 10 th date of each month.4. Where any item required to be placed into a public announcement pursuant to these provisionsis incorrectly or not placed in the announcement and it is required to be supplemented, thewhole announcement shall be remade and placed into a public announcement and reported tothe competent authority by the Company.5. Unless otherwise provided by other laws, the Company acquiring or disposing assets shallprepare in reserve the relevant contracts, meeting minutes, registry, appraisal report, and theopinion books by accountant, attorneys or security underwriters for at least 5 years.6. After announcing and filing the transaction in accordance to the provisions, provided thatone of the following conditions exist, the Company shall announce and file the relevant dataand information to the Competent Authority designated website within two days since itsoccurrence:(1) The executed relevant contracts of the original transaction have been changed, terminatedor ceased.Article 8Article 9(2) total investment in securities shall not exceed 40% of the shareholder’s equity of theCompany as certified by the accountant.(3) investment in a single security shall not exceed 20% of the shareholder’s equity of theCompany as certified by the accountant.Control Management Process for Subsidiaries’ Acquisition or Disposition of Assets1. For the acquisition or disposition of assets by subsidiaries invested by the Company, thesubsidiaries’ “Procedures of Acquiring or Disposing of Assets” shall be enacted in accordancewith competent regulations; and filed to the Board of Director of the Company. The sameprocedures shall apply with any amendment.2. When the acquisition or disposition of assets by subsidiaries not categorized as domesticpublic companies reaches the standards of announcement and filing set forth herein, it shallbe announced and filed by the Company with copies to relevant authorities-in-charge inaccordance to procedures set forth herein.Punishment of Violation of the ProcedureWhen the Company’s employees and personnel violate the Procedure, they will be punishedaccording to the Articles 38 and 39 of the “Personnel Administration Regulation”.Acer Incorporated 2012 General Shareholders’ Meeting Agenda4445


Article 10Appraisal Report from Professional Appraisal Institutions3. The Company acquired or disposed assets through the court auction procedures, they mayreplace the appraisal report or accountant opinions with the certified documents issued by thecourt.In acquiring or disposing of real estates or other fixed assets by the Company, unless otherwisetransacted with a government institution, commissioned others to build on its own land, leasedland by appointing a constructor, or acquired or disposed the machines and equipment forbusiness use, and the transaction amount reaching 20% of the Company’s paid-in capital or inexceeding NT$300 million, the Company shall obtain the appraisal report issued by professionalappraisal institutions, and comply with provisions below:Purchase of Real Estate from Related PartyArticle 12The acquisition of real estate from related party, the Company shall submit information providedbelow to the Board of Directors for approval and to supervisors for recognition before itsexecution:111Due to special reasons, when the fixed price, specified price, or special price is deemed asthe reference basis of the transaction price, this transaction shall be reported and decided bythe Board of Directors for approval. If there is any change of the transaction conditions, theprocedures herein above shall apply.222If the transaction amount is more than NT$ 1 billion, two or more professional appraisalinstitutions shall be retained to conduct an appraisal.333Provided that one of the following conditions exist in the appraisal results of professionalappraisal institutions, an accountant shall be retained to express specific opinion on the reasonfor the difference and the appropriateness of the transaction price:111reasons, necessity and the anticipated benefit of real estate purchase222reasons of determination of the related persons as the transaction party333relevant information for evaluating the reasonableness of the anticipated transaction conditionspursuant to provisions of Articles 13 and 14444items such as the date and price originally acquired by the related party, transactioncounterparty and its relations between the Company and the related party(((( the difference between the appraisal of appraisal institutions and transaction amount is20% of transaction amount or more.555the forecasting chart for cash received in each month in one year in the future from theanticipated month for contract execution, with the evaluation on the necessity of the transactionand the reasonableness of the fund usageAcer Incorporated 2012 General Shareholders’ Meeting AgendaArticle 11(((( the difference of appraisal between two or more appraisal institutions reaches 10% oftransaction amount or more.444If the appraisal is conducted before the date of contract executed, the date between theappraisal report issued and that of the contract executed shall not be more than three months,however, if the announced present value of the same period is applicable and is not more thansix months, the original appraisal institution may issue the opinion.Certified Accountant’s Opinions1. The Company acquiring or disposing of securities shall first obtain financial statements of theissuing company for the most recent period, certified or reviewed by a certified public accountant,for reference in appraising the transaction price, and if the transaction amount reaches 20% ofthe Company’s paid-in capital or in exceeding NT$300 million, an accountant shall be retainedto express opinions on the reasonableness of the transaction price. This requirement does notapply, however, to publicly quoted prices of securities that have an active market, or whereotherwise provided by regulations of the Competent Authority.2. In acquiring or disposing membership certificate or intangible assets by the Company, and thetransaction amount reaching 20% of the Company’s paid-in capital or in exceeding NT$300million, an accountant shall be retained to express opinions on the reasonableness of thetransaction price and the accountant shall handle the matter pursuant to Article 13 of thestatements of Financial Accounting Standards No. 20 promulgated by Accounting Researchand Development Foundation.Article 13666fixed conditions and other important agreed items of this transactionThe Company purchases real estate from a related party shall comply with methods providedbelow to evaluate the reasonableness of the transaction cost:111Based on the transaction price of the related party plus necessary fund interest, and the costto be borne by the buyer according to law. The “necessary fund interest cost” shall be imputedbased on the weighted average interest rate of the fund borrowed by the Company in the yearof purchase of the asset.222Based on the total assessed value for loan made by a financial institution if such object hasbeen mortgaged tot he financial institution for a loan; provided that the actual aggregate loanextended by the financial institution for the object shall reach 70% or more of the total assessedvalue and the loan period is more than one year. However, this shall not apply if the financialinstitution and either party of the transaction are related persons.333Where both the land and building on the property in question are purchased, the cost of thetransaction may be reached by respectively evaluating such land and building based on eithermethod described above.444The Company purchases real estate from the related party, in addition to evaluate the costof the real estate pursuant to provisions prescribed in the preceding three paragraphs, anaccountant shall be retained to re-audit and express specific opinion.555Provided that one of the following conditions exist in the Company’s purchase of the real estateAcer Incorporated 2012 General Shareholders’ Meeting Agenda4647


from the related party, the transaction is exempt from the application of the preceding fourparagraphs; however, the Article 12 shall still apply:be done:111allocating the difference between the real estate transaction price and the evaluated cost asspecial reserve(((( the related party acquires real estate by inheritance or gift(((( the period between the contract date for the acquisition of real estate by the related partyand the current transaction’s contract date has exceeded five (5) years222the supervisors handling the matter pursuant to Article 218 of the Company Law333reporting the handling condition of the first and second items to the shareholders’ meeting anddisclose the detailed transaction content in the annual report and the prospectus(((( acquiring real estate due to the cooperative construction contract executed with the relatedpartyThe Company allocating special reserve in accordance to the preceding paragraph shall not usesuch special reserve until and unless a devaluation loss on the asset purchased at high price hasbeen entered, or such asset has been disposed of, or proper compensation had been received,or the original status has been restored, or has been confirmed that it is not unreasonable due toother evidence and has been approved by the Competent Authority.Article 14When the results evaluated by the Company pursuant to the first to third paragraphs in precedingArticle are lower than the transaction prices, the provisions of the Article 15 shall apply; however,not included otherwise provided below if the Company provides objective evidence and specificopinions with reasonableness issued by a real estate professional appraiser and accountant:111Where the related party purchased a piece of undeveloped land or leased land for construction,and the evidence provided meets one of the following conditions:Transaction of Derivative ProductsArticle 16The Company engages in the transaction of derivative products shall be aware of controlling the(((( The total value of the undeveloped land, evaluated based on the methods referred to in thepreceding paragraph, and the building, calculated based on the related party’s constructioncost plus reasonable construction profit, is more than the actual transaction price. Thesaid “reasonable construction profit” shall be the average operating gross profit ratio ofthe construction department of the related party within the last three years or the mostrecent gross profit ratio of the construction industry published by the Ministry of Finance,whichever lower.following important matters for the risk management and auditing and included them in theseProcedures:Acer Incorporated 2012 General Shareholders’ Meeting AgendaArticle 15(((( The transaction of the other floors/levels on the same property of nearby regionconsummated within one year by non-related parties, the area being similar and thetransaction condition s being reasonable after reasonable appraisal of the price differenceof floor/level or region in accordance with real estate sale transaction practice.(((( In the case of lease of non-related party of the other floors/levels of the object within oneyear, the transaction conditions being reasonable after reasonable appraisal of the pricedifference of floors/level or region in accordance with real estate lease transaction practice.222The Company provides evidence to prove that the transaction conditions for purchase of thereal estate from the related party correspond with those of other transactions of non-relatedparties in the neighborhood and within one year, with a similar area.The transaction in the neighborhood in the preceding paragraph shall mean the transaction of thereal estate on the same or nearby street with a distance of less than 500 meters from the estatein question. The term “similar area” means that in the case of transaction of non-related party, thearea is not less than 50% of the estate in question. The “within one year” means dating back forone year from the date of acquiring this real estate.When the Company purchases real estate from the related party and the results evaluatedpursuant to the Articles 13 and 14 are lower than the transaction prices, the following items shallArticle 17111Trading principles and policies: shall include the types of derivative product transactions thatcan be made, operation or hedge strategies, responsibility division, main points for evaluatingperformance, total amount of contracts which can be engaged in the transaction of derivativeproducts and the upper limit of loss for all and individual contracts.222Risk management measures333Internal auditing system444Method of periodic evaluation and management of abnormal conditionsThe Company engaging in the transaction of derivative products shall adopt the following riskmanagement measures:111The scope of risk management shall include the risk management of credit, market price,liquidity, cash flows, operation and law.222The personnel that deal with the transaction of derivative products, make confirmation of thesetransactions and make settlements of these transactions shall not be the same.333The persons in charge of the evaluation, supervision and control of risk-related matters shallrespectively belong to the different department as those in the preceding item and shall makea report to the Board of Directors or to the high-level managers who are not responsible forsetting policies for transactions or positions to be engaged.444The position held in the trading of derivative products shall be evaluated at least once a week,but the hedging transaction made for business purposes shall be evaluated at least twice aAcer Incorporated 2012 General Shareholders’ Meeting Agenda4849


month, and the evaluation reports shall be given to high-level manages authorized by theBoard of Directors.Article 21Prior to convening the shareholders’ meeting, the Company participating in a merger, splitor acquisition shall prepare a public document addressed to the shareholders stating thesignificant stipulations of the merger, split or acquisition plan and related matters, and deliver itto the shareholders along with the expert opinions of the preceding Article and the notice of theshareholders’ meeting to provide the shareholders with a basis of reference for deciding whetherto agree to the merger, split or acquisition plan; however, not including conditions exempt fromconvening the shareholders’ meeting for a resolution of matters of mergers, splits or acquisitionspursuant to other laws.555Other important risk management measuresArticle 18Principles of Supervision and Management of the Board of Directors:111 Assign high-level managers to oversee the supervision and the control of the risk of derivativetransactions at all times.222 Periodically evaluate whether the results of the derivative transactions conform to theformulated operational policies and whether the attendant risk of these transactions is withinthe capability of the Company.If the shareholders’ meeting of any Company (including the Company) participating in themerger, split or acquisition is unable to convene or to pass such a resolution because of inabilityto achieve a quorum or sufficient voting shares or because of other legal restrictions, or theplan is rejected by the shareholders’ meeting, the Company shall immediately make a publicannouncement of the reasons for such occurrence, the follow-up measures to be taken, and theanticipated date for convening of the shareholders’ meeting(s).The Principles of Supervision and Control of the High-Level Managers Authorized by the Board ofDirectors:111 Periodically evaluate whether the risk management measures currently being used aresuitable and whether they conform with these Procedures and the “Rules to Engage in theTransaction of Derivative Products” formulated by the Company.Article 22Except provided by other laws or under special circumstances and where advance permissionhas been obtained form the Competent Authority, the Company shall convene the board meetingsand shareholders’ meetings and pass resolutions regarding merger, split or acquisition andrelevant matters on the same day with companies participating in a merger, split, acquisition orshare transference.222 Supervise the transaction and loss and profit status, if there are any abnormal situations, thehigh-level manager shall report to the Board of Directors; if the Company has independentdirectors, an independent director shall present on behalf of the Board of Directors andexpress opinions.Acer Incorporated 2012 General Shareholders’ Meeting AgendaArticle 19Article 20The Company shall report to the board of directors after it authorizes the relevant personnel tohandle Derivative Products in accordance with its Procedures for Engaging in Derivatives Trading.The Company shall prepare registry with the type, amount, date passed by the Board of Directorsfor the engagement of the transaction of derivative products and the items shall be carefullyevaluated in accordance to the item 4 of the Articles 17, the item 2 of paragraph 1 of Article 18and the item 1 of paragraphs, and publish in detail in registry.The Company’s internal auditors shall check the suitability of internal control of derivativetransactions periodically and inspect monthly the compliance of the trading departments with theProcedures to Engage in the Transaction of Derivative Products in order to make the auditingreport. If there are any severe breach matters, these shall be notified to each supervisor in writing.Mergers, Splits, Acquisitions and Shares Transference among EnterprisesBefore convening the meeting for the Board of Directors for a resolution, the Company engagingin a merger, split, acquisition or share transference shall retain accountants, attorneys orsecurities underwriters to give opinions on the reasonableness of the share conversion rates,acquisition price or the cash or other assets distributed to shareholders, and submit the opinionsto the shareholders’ meeting to discuss for approval.Article 23When participating in a merger, split, acquisition, or transfer of another company’s shares, theCompany shall prepare a full written record of the information requested by the CompetentAuthority and retain it for reference.When participating in a merger, split, acquisition, or transfer of another company’s shares, theCompany shall, within two days of passage of a resolution by the board of directors, report (in theprescribed format and via the Internet-based information system) the information requested by theCompetent Authority for recordation.Where any of the companies participating in a merger, split, acquisition, or transfer of anothercompany’s shares is neither listed on an exchange nor has its shares traded on an OTC market,the Company shall sign an agreement with such company whereby the latter is required to abideby the provisions of Paragraphs 2 and 3.All persons participating in or knowing of the Company merger, split, acquisition or sharetransference plan shall submit a written undertaking of nondisclosure. Prior to public disclosure ofthe merger, split, acquisition or share transference information, such persons may not externallydivulge any content of the merger, split, acquisition or share transference plan, nor may theypurchase and sell in their own capacity or in the name of another person any shares, and anyother equity securities of any Company connected with the merger, split, acquisition or sharetransference plan.Acer Incorporated 2012 General Shareholders’ Meeting Agenda5051


Article 24In the Company’s participating in a merger, split, acquisition or share transference, the shareconvening the shareholders’ meeting for another resolution.conversion rates or the acquisition price may not be arbitrarily changed expect conditionsprovided below, and conditions for change shall be provided in the merger, split, acquisition orshare transference contract:Article 27If the companies participating in the merger, split, acquisition or share transference are111 Cash capital increase, issuance of convertible corporate bonds, distribution of stock dividends,and issuance of corporate bonds with warrants, preferred shares with warrants, subscriptioncategorized as non-public companies, the Company shall enter into an agreement with them inaccordance to provisions provided by the Articles 22, 23 and 26.warrants, and other equity securities.Article 28Others222 Acts affecting Company finances or operations, such as disposal of major assets.1. Matters not provided herein shall be governed by the relevant laws and regulations and the333 Occurrence of major disasters, major technological transformations, or other events affectingCompany shareholder equity or Company securities prices.relevant regulations of the Company. If the Procedures of Acquisition or Disposition of Assetsin the original order is amended by the competent authority, the Company shall apply theprovisions in the new order.444 Adjustment of treasury shares duly redeemed by any Company participating in the merger,split, acquisition or share transference.2. These Procedures shall be approved by the Board of Directors, submitted to each supervisorand reported to the shareholders’ meeting for approval. The same procedures shall apply with555 Increase, decrease, or change in the entities, or number thereof, participating in the merger,any amendment.split, acquisition or share transference.3. The Company’s matters shall be approved by the Board of Directors pursuant to these666 Other conditions for change have been provided in the contract and publicly disclosed.Procedures or other laws. If a director holds dissenting opinions of Company’s matters andthere were records for it or in written stating, the Company shall submit materials of thedirector’s dissenting opinions to each supervisor.Acer Incorporated 2012 General Shareholders’ Meeting AgendaArticle 25Article 26In the Company’s participating in a merger, split, acquisition or share transference, the contractshall specify the rights and obligations of the companies participating in the merger, split,acquisition or share transference and shall also specify the following particulars:111 Handling of breach of agreement.222 Principles for handling of equity securities already issued by, or treasury stock alreadyredeemed by, the Company(ies) extinguished in the merger of the split Company.333 The quantity of treasury stock that a participating Company may redeem after the record dateof calculation of the share conversion ratio, and relevant handling principles.444 The handling methods of which there is an increase, decrease, or change in the entities, ornumber thereof, participating.555 The scheduled timetable for execution of the plan, and scheduled timeframe for completion.666 The relevant procedures for handling failure to complete within such timeframe, such as theanticipated date for convening of the shareholders’ meeting(s) pursuant to laws.Following public disclosure of information about the Company’s participating in merger, split,acquisition or share transference, if the Company has an intention to undergo a further merger,split, acquisition or share transference with another Company, any procedures or legal actionsalready carried out by the Company under the original merger, split, acquisition or sharetransference plan shall be carried out anew except conditions that the number of the participatingcompanies decreases and the companies’ shareholders’ meeting has made a resolution andauthorized the Board of Directors the right for modification, the Company is exempt from4. When the Company report the transaction of acquisition or disposition of assets pursuant tothe preceding 2 paragraphs to the Board of Directors for discussion, in case the position ofindependent director is established in accordance with the law, the board shall fully take eachindependent director’s opinions into consideration. If an independent director objects to orexpresses reservations about any matter, it shall be recorded in the minutes of the board ofdirectors meeting.5. Where an audit committee is established in accordance with the law, these Procedures shallbe adopted or amended by more than half of all audit committee members’ approval andsubmitted to the board of directors for a resolution.6. If approval of more than half of all audit committee members as required in the precedingparagraph is not obtained, these Procedures may implemented if approved by more than twothirdsof all directors, provided that the resolution of the audit committee is recorded in theminutes of the board of directors meeting.7. The terms “all audit committee members” in paragraph 5 and “all directors” in the precedingparagraph shall be calculated as the actual number of persons currently holding thosepositions.8. Where an audit committee is established in accordance with the law, the provisions set outin Article 15, paragraph 1, subparagraph 2 shall apply mutatis mutandis to the independentdirector as the member of audit committee; and the other the provisions regarding supervisorsshall apply mutatis mutandis to the audit committee.9. Another stricter management principles may be drafted by the chairman of the board inaccordance to this operational procedures and be effective surpassingly after approved by theAcer Incorporated 2012 General Shareholders’ Meeting Agenda5253


Board of Directors with two-thirds vote at a meeting attended by more than two-thirds of thedirectors. The same procedures shall apply with any amendment.Article 29 The Procedures were enacted on July 28, 1995.The 1 st amendment was made on October 27, 1995.The 2 nd amendment was made on November 18, 1999.The 3 rd amendment was made on June 11, 2003.The 4 th amendment was made on June 13, 2008.Attachment 5Procedures Governing Lending of Capital to OthersAll loans make by the Company shall comply with these Procedures. Matters not provided herein shall begoverned by the relevant laws and regulations and the relevant regulations of the Company.Article 1.ApplicabilityThe Company may provide loans to enterprises by reason of business relations withthe Company or to subsidiaries in which the Company holds more than 50% of its totaloutstanding common shares by reason of necessity to have short-term funding or toenterprises in which the Company is designated to become a future shareholder by reasonof necessity to have short-term funding. The Company shall not lend to others except thoselisted in these Procedures.Article 2.The Standard for Lending Assessment111In the event the Company provides loans by reason of business relations, the aggregateamount of the loans shall not exceed the net worth of total trading amount between thetwo companies in the most recent year. The net worth of total trading amount betweentwo companies hereby means the total purchases and re-sales whichever is higher.222By reason of necessity to have short-term funding from the Company, the subjectsAcer Incorporated 2012 General Shareholders’ Meeting AgendaArticle 3.shall limit to the subsidiaries in which the Company holds more than 50% of its totaloutstanding common shares or enterprise in which the Company is designated tobecome a future stockholder.Limits on Loan111 The aggregate amount of loans of the Company shall not exceed the 50% of the networth of the latest financial report. Out of the aforesaid amount, by reason of necessityto have short-term funding from the Company, the aggregate amount of loans of theCompany shall not exceed the 20% of the net worth as stated in its latest financial report.222 By reason of business relations, the limits to lend to each single borrower shall follow thepercentage stated in the Key Points:a. For subsidiary that the Company holds more than 50% of its total outstandingcommon shares, the aggregate amount of loans shall not exceed 10% of the networth of the Company.b. For enterprise that the Company holds less than 50% of its total outstanding commonshares, the aggregate amount of loans shall not exceed 40% of the net worth of theenterprise.c. For other borrower, the aggregate amount of loans shall not exceed 25% of the networth of the borrower.333 By reason of necessity to have short-term funding from the Company, the limits to loan toeach single borrower shall follow the percentage stated in the Key Points:a. For subsidiary that the Company holds more than 50% of its total outstandingcommon shares, the aggregate amount of loans shall not exceed 10% of the networth of the Company.Acer Incorporated 2012 General Shareholders’ Meeting Agenda5455


. For enterprise that the Company holds less than 50% of its total outstanding commonequivalent to the amount of the loan. The financial department shall evaluate and markshares, the aggregate amount of loans shall not exceed 40% of the net worth of thethe value of the collateral.enterprise.c. For other borrower, the aggregate amount of loans shall not exceed 25% of the netArticle 7.The Standards for Public Announcementworth of the borrower.111The Company shall enter the information regarding the rest amount available from theCompany and its subsidiaries into the Market Observation Post System on or before theIn the event the Company provides loans to enterprise in which the Company is designated10 th date of each month.to become a future stockholder by reason of necessity to have short-term funding, each222In the event that the amount of loan of the Company and its subsidiaries reaches theapplication shall be submitted to the Board of Directors for approval and the aggregatefollowing standard, the Company shall announce and report within two days after theamount shall not exceed the aforesaid limits.occurrence of said lending:aaaThe aggregate amount of loans reaches twenty percent (20%) or more of theArticle 4.Time Limits and Interest RatesCompany net worth as stated in its latest financial report.When a borrower gets a loan from the Company, the loan period shall not exceed one year.bbbThe aggregate amount of loan for any single enterprise reaches ten (10%) percent orThe Chairman of the board is authorized to decide the method for calculating interest.more of the Company net worth as stated in its latest financial report.cccThe aggregate amount of new loans reaches NT$10 million and exceeds two percentArticle 5.Procedures for Lending(2%) or more of the Company net worth as stated in its latest financial report.111The borrower shall file the following documents, its certificate of incorporation, associated333The Company shall announce and report on behalf of any subsidiary thereof that is not acertificates of the enterprise, a photocopy of the identification of the enterprise’spublic company of the Republic of China any matters that such subsidiary is required torepresentative, and other necessary financial statement, alone with its application inannounce and report pursuant to the preceding paragraph.writing for lending amount to the financial management department of this Company.The financial management department shall make a credit investigation and submit theArticle 8. The Control and Management After Lending and These Procedures Governing the Disposal ofapplication to the Board of Directors for approval.DelinquencyAcer Incorporated 2012 General Shareholders’ Meeting AgendaArticle 6.222 After the amount of loan has been approved, the borrower shall fill out a paymentapplication form and submit to the financial management department to withdraw thefund.333 Where funds are loaned between the Company and its subsidiaries or between theCompany’s subsidiaries, the Board of Directors of the lender may authorize its Chairmanto appropriate funds in installments or as revolving funds to the same borrower within aspecified amount approved by the Board of Directors and within one-year period. Exceptas funds are loaned in accordance with Clause 3 of Article 10, a specified amount of loanhereby for individual enterprise shall not exceed ten (10%) percent of the borrower networth as stated in its latest financial report.Procedures for Processing Lending111 When a borrower applies for a loan from the Company, the borrower shall describe thepurpose and the necessity of the loan and the financial management department shalldecide whether to accept the application or not.222 The financial management department shall truly investigate the borrower’s businessoperation situation. The personnel in charge shall prepare a report including credit checkresult, opinion and devise the criterion of the loan for cases with good credit reputationand justifiable purposes and submit it to the Board of Directors for approval.333 The financial management department shall not only make a credit check but also theimpact assessment based on the possibility of operation risk, financial condition andshareholder’s rights and interests from the lending and submit an opinion statementincorporated with the borrower’s credit report to the Board of Directors for approval.444 When the borrower applies for withdrawing the fund from the Company, the borrowershall provide the same amount of the Banker’s acceptance or secure a collateralArticle 9.111 The financial management department of the Company shall prepare a registry containingthe basic information of the borrower, the date and amount for Board of Directors’ approval,the date of lending, the aggregate amount of loan, the content of the collateral, interest rate,the method and date for discharging the loan for verification conducted by the competentauthorities and relevant government personnel.222 After lending, the financial management department shall closely observe the borrower and itsguarantor’s financial, business and credit condition and if the loan is secured by a collateral,the financial management department shall pay attention to the collateral’s value variation.If any of the conditions has significant change, the financial management department shallnotify the Chairman of the board and adopt appropriate step to cope with it accordingly.333 When the borrower would like to repay its loan on or before expiration date, the total amountor repayment shall be calculated as of the interest up to the date of repayment plus theprinciple. After the borrower repays the total amount, the Company can return the Banker’sacceptance and revoke the collateral registration.444 The borrower shall repay the loan including the principle and interest upon expiration date. Ifthe borrower cannot repay the loan upon expiration date and needs to file for extension, theborrower shall file a written application with the Board of Directors for approval in advance.Borrower shall only file for extension twice for the same loan and the extension period cannotexceed 3 months each time within the limits set forth in Article 4. In the event the borrowerviolates these Procedures, the Company shall bring a legal action to indemnify from disposingthe collateral or against its guarantor pursuant to the law.The Punishment of Violation of These ProceduresWhen the employees and personnel of the Company violate these Procedures, they willbe punished pursuant to the thirty-eight (38) and thirty-nine (39) clauses of the “PersonnelAcer Incorporated 2012 General Shareholders’ Meeting Agenda5657


Article 10.Administration Regulations”.Control Management Process of SubsidiariesWhen the subsidiaries in which the Company has control is lending capital to others, thesubsidiaries shall enact the “Procedures Governing Lending of Capital” and file with the Board ofDirectors of the Company for ratification, provided that these Procedures thereto shall compliedwith these Procedures. The aggregate amount of loan of the subsidiaries and the aggregateamount of the loan for individual enterprise shall not exceed the following standard:111 For the subsidiaries in which the Company directly or indirectly holds 100% of its totaloutstanding common shares, the aggregate amount of loans and the amount of loan forindividual enterprise shall be calculated based on the net worth of the Company and thestipulations of these Procedures.222 For the subsidiaries in which the Company did not directly or indirectly holds 100% of itstotal outstanding common shares, the aggregate amount of loan and the amount of loan forindividual enterprise shall be calculated based on the net worth of the subsidiaries and thestipulations of these Procedures.333 Where funds are loaned between the overseas companies in which the Company directly andindirectly holds 100% voting shares or capital, such funds may be loaned free of the limitationof the aggregate amount of short-term funding under Article 3 Paragraph 1, the limits to eachsingle borrower under Paragraph 3 Clause a and Article 4; but the limit to lend to each singleborrower and the aggregate amount of the total loans shall not exceed the 50% of the networth of the Company.Article 16. Another stricter management principles may be drafted by the Chairman of the board inaccordance to these operational Procedures and be effective surpassingly after approval bythe Board of Directors with two-thirds vote at a meeting attended by more than two-thirds of thedirectors. The same procedure shall apply to any amendment.Article 17. Approved by General Shareholder’s Meeting held on January 15, 1993;The First amendment was made on March 24, 1995;The Second amendment was made on February 14, 1996;The Third amendment was made on August 23, 1996;The Fourth amendment was made on March 11, 1997;The Fifth amendment was made on April 29, 2002;The Sixth amendment was made on May 31, 2002;The Seventh amendment was made on October 28, 2002;The Eighth amendment was made on June 11, 2003.The Ninth amendment was made on June 19, 2009.The Tenth amendment was made on June 18, 2010.Acer Incorporated 2012 General Shareholders’ Meeting Agenda58Article 11.Article 12.Article 13.Article 14.Article 15.The Company shall evaluate and identify the contingency loss from the lending. The Companyshall also disclose the information regarding the lending in the financial report and provide thesame to the CPA for his proceeding with the necessary audit procedure and issuing the properaudit report.The internal verification personnel of the Company shall verify these Procedures and itsimplementation at least once every quarter and prepare a written report for record. If there issignificant violation, the personnel shall inform the supervisors in writing immediately.When the Board of Directors discusses these Procedures and making of the lending, the directorsshall fully take each individual director’s opinions into consideration and record each director’sreasons for pros and cons in the minutes.The loan made before the implementation of these Procedures shall be filed with the Board ofDirectors for approval and complied with these Procedures to process the lending, provided that ifthe loan exceeded the amount limit, the excess portion shall be discharged by installment.Where the borrower later becomes unqualified in accordance with these Procedures or its restamount exceeds the limit as a result of changes of condition, the Company shall adopt rectificationplans, submit the rectification plans to all the supervisors and complete the rectification subject tothe plan schedule.These Procedures, as well as any revision thereto, shall be approved by the Chairman of theboard and filed with the Board of Directors for approval and sent to each supervisor and submittedto the shareholder meeting for approval.Acer Incorporated 2012 General Shareholders’ Meeting Agenda59


Attachment 6Shares Held by Directors and Supervisors as of April 17, 2012DirectorsName of Director Legal Representative Number of SharesJ.T. Wang 15,142,159Stan Shih 74,733,499Hsin-I Lin 0Hung Rouan Investment Corp. 67,799,202Smart Capital Corp. Philip Peng 11,260F.C. Tseng 0Julian Michael Horn-Smith 0TOTAL 157,686,120SupervisorsName of Supervisor Legal Representative Number of SharesAcer Incorporated 2012 General Shareholders’ Meeting AgendaGeorge Huang 6,261,844Carolyn Yeh 17,634,157TOTAL 23,896,001The current paid-in capital for shares in the Company is 2,834,726,828 shares. The Company’s directorshold at least 85,041,805 shares and the Company’s supervisors hold at least of 8,504,181 shares, and suchholdings comply with the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratiosat Public Companies”.Acer Incorporated 2012 General Shareholders’ Meeting Agenda6061


Acer Incorporated 2012 General Shareholders’ Meeting Agenda62

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