Acer Incorporated 2013 General Shareholders’ Meeting Agenda

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Acer Incorporated Agenda of 2013 General Shareholders’ Meeting

Held on June 19, 2013 www.acer-group.com

Place of the Meeting: The Auditorium of Taipei Youth Activity Center (6F, No. 17, Sec. 1, Ren Ai Rd., Taipei City)

Acer Incorporated 2013 General Shareholders’ Meeting Agenda

Disclaimer

This is a translation of the 2013 General Shareholders’ Meeting Agenda of Acer Incorporated (the “Company”). The translation is intended for reference only and nothing else, the Company hereby disclaims any and all liabilities whatsoever for the translation. The Chinese text of the Agenda shall govern any and all matters related to the interpretation of the subject matter stated herein.

Acer Incorporated 2013 General Shareholders’ Meeting Agenda

ACER INCORPORATED (THE "COMPANY") Regulations For The Conduct Of Shareholders’ Meetings

These Regulations shall govern the conduct of Shareholders’ Meetings of the Company.
Shareholders in attendance, or their proxies, shall sign for their attendance on an attendance card. The number of shares in attendance shall be counted according to the number of shares represented by those attendance cards so submitted.
Attendance and votes of Shareholders’ Meetings shall be counted based upon the number of shares in attendance. The present shares shall be calculated in accordance with the attendance book or the attendance cards as submitted, plus the shares exercising voting right by the way of electronic transmission.
The location of Shareholders’ Meetings shall be either where the Company is located, or any other place deemed convenient for the shareholders to attend and proper for holding such meeting. The Shareholders’ Meetings shall be held no earlier than 9 a.m. and no later than 3 p.m. on the designated meeting date.
The Board of Directors shall call the Shareholders’ Meetings. The chairman of the Board of Directors shall preside over the meeting. If the chairman of the Board of Directors is not available for the meeting then the vice-chairman of the Board of Directors shall act on his/her behalf to preside over the meeting. If neither the chairman nor the vice-chairman of the Board of Directors is available for the meeting, the chairman shall designate a director of the Board of Directors to act on his/her behalf to preside over the meeting. The Board of Directors shall elect a director to act on the chairman’s behalf if the chairman appoints no designee. Other than the Board of Directors, a person entitled by law to call a Shareholders’ Meeting shall preside over the meeting, if and when such meeting is called.
The Company may designate legal attorneys, certified-public-accountants, and management officers to attend the meetings.
The Shareholders’ Meetings shall be recorded in their entirety by video or audio recording equipment , and such records shall be kept on file for one year following each of the meeting respectively.
The person who presides over the meeting shall call the meeting in session upon the designated time of the meeting. However, such person may announce postponement of the meeting if at the designated time shares in attendance fail to exceed half of the issued and outstanding shares of the Company. Postponement in a meeting shall be announced no more than two times with the total time up to one hour. If, after the second postponement in the meeting, shares in attendance are less than a quorum but more than one-thirds of the issued and outstanding shares, the shareholders may still proceed such meeting in accordance with Article 175 of the Company Law to adopt provisional resolutions. Before the meeting is adjourned, if shares in attendance have reached a required quorum, the person presiding over the meeting may, in accordance with Article 174 of the applicable Company Law, submit those provisional resolutions so adopted for a final resolution at the meeting.
If Shareholders’ Meeting is called by the Board of Directors, the Board of Directors shall set the agenda of the meeting. The meeting shall proceed in compliance with the agenda so set by the Board of Directors unless otherwise changed by resolution adopted by the meeting. During the meeting, the person presiding over the meeting may allocate an appropriate amount of time for recess. Unless otherwise adopted by a resolution, the person presiding over the meeting may not adjourn the meeting prior to the end of the proceedings (special proposal included) of the meeting. If the chairman declares the adjournment of the meeting in a manner in violation of such rules governing the proceedings of meetings, a new chairman of the meeting may be elected by a resolution to be adopted by a majority of the voting rights represented by the shareholders attending the said meeting to continue the proceedings of the meeting.
A shareholder in attendance who wishes to make an oral statement at the meeting shall first submit an oral statement form, in stating the main purpose of his/her statement, his/her name and shareholder’s account number, and the person to preside over the meeting shall determine the order of such oral statements to be made. Shareholder in attendance submitting an oral statement form but without making an actual oral statement shall be deemed as making no any oral statement. In the event of any conflict between the contents 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 oral statement. The person presiding over the meeting shall stop any such interference.
Unless otherwise approved by the person presiding over the meeting, each shareholder may make oral statements

Acer Incorporated 2013 General Shareholders’ Meeting Agenda

only twice for a same proposal or matter under deliberation; and each oral statement shall not exceed 5 minutes. Otherwise, the person presiding over the meeting may stop the shareholder from making further statements.

A legal entity acting as a proxy for a shareholder to attend the meeting may appoint only one representative 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.
The person presiding over the meeting may reply to the oral statements, or may designate appropriate person to reply to the oral statements made by shareholders in attendance.
The person presiding over the meeting may announce conclusion of discussion of a proposal as he/she may deem appropriate and may submit the proposal for adopting a resolution.
The person presiding over the meeting shall appoint persons among the shareholders in attendance to audit the voting process. The person presiding over the meeting shall also appoint persons to count the votes. The result of the vote shall be announced immediately, and a record of the same shall be made accordingly.
Unless otherwise provided in the Company Law or the Company’s Articles of Incorporation, a proposal may be adopted as a resolution by a majority of the shares in attendance voting in favor thereof. A resolution shall be deemed adopted if no opposition is raised when the person presiding over the meeting makes an oral inquiry to the shareholders concerning the acceptance of the same, and such resolution shall have the same effect as a vote by ballot.
The person presiding over the meeting shall determine the order of voting on amendment proposals or substituted proposals accompanying with their original proposals. As soon as one of those proposals is adopted as a resolution, other proposals in conflict regarding the same matter shall be deemed denied and shall require no further vote.
The person presiding over the meeting may direct monitors (or security guards) to maintain order at the meeting. Monitors (or security guards) shall wear a badge marked “SECURITY” or “MONITOR” when performing their duties at the meetings.
In the event of force majeure, the person presiding over the meeting may suspend a meeting and may announce at a latter time when the meeting shall be resumed as he/she deems appropriate; or the shareholders shall make a resolution at the meeting to resume the meeting within 5 days without the need to make any further written notices or published announcements to shareholders.
The applicable Company Law, its relevant regulations, and the Company’s Articles of Incorporation shall govern any matter not provided herein.
These Regulations, and any amendments thereto, shall become effective upon approval by the shareholders.
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. Fourth Amendment approved by the General Shareholders’ Meeting held on June 15, 2012.

Acer Incorporated 2013 General Shareholders’ Meeting Agenda

INDEX

A. Table of Meeting Procedures	5
B. Meeting Agenda	6
C. Report Items	7
D. Proposed Resolutions	12
E. Special Motion
F. Attachments:
1. Business Report To Shareholders	18
2. Financial Statements for Year 2012	20
3. Articles of Incorporation of Acer Incorporated	25
4. Acer Incorporated Rules on Transfer Repurchased Shares to Employees for Year 2011	30
5. Acer Incorporated Rules on Transfer Repurchased Shares to Employees for Year 2012	32
6. Acer Incorporated Regulations Governing Procedure for Board of Directors Meetings	34
7. Acer Incorporated Rules Governing Issuance and Conversion of Second Domestic	39
Unsecured Convertible Bonds
8. Shares Held by Directors and Supervisors	45

Acer Incorporated 2013 General Shareholders’ Meeting Agenda

A. TABLE OF MEETING PROCEDURES

1. Meeting Begins

2. Report Items

3. Proposed Resolutions

4. Special Motion

5. Meeting Adjourned

Acer Incorporated 2013 General Shareholders’ Meeting Agenda

B. MEETING AGENDA

1. Report Items

(1) To Report the Business of 2012
(2) To Report the Shares Buy-back
(3) To Report the Amendments of Regulations Governing Procedure for Board of Directors Meetings
(4) To Report the Impairment of Non-Financial Assets
(5) To Report the Impact Amounts of Retained Earnings, Net Worth and Special Reserve from First-Time Adoption of IFRS

(6) To Report the Second Issuance of Domestic Unsecured Convertible Bonds

(7) Supervisors’ Review Report

2. Proposed Resolutions

(1) To Accept 2012 Financial Statements and Business Report

(2) To Approve the Statement of Deficit Compensated for 2012

(3) To Approve Amendments to Acer's Articles of Incorporation

3. Special Motion

4. Meeting Adjourned

Acer Incorporated 2013 General Shareholders’ Meeting Agenda

C. Report Items

To Report the Business of 2012 (Please refer to page 18 )

2. To Report the Shares Buy-back

(1) In accordance with the Article 28-2 of Securities and Exchange Act.
(2) The BOD approved to repurchase the Company’s own shares on March 31, 2011, June 1, 2011, and July 2, 2012. The execution report is as follows. The “Rules on Transfer Repurchased Shares to Employees” are attached hereto as Attachment 4 and 5.(Please refer to page 30~33)

Term of Buyback	The First Buyback in Year 2011	The Second Buyback in Year 2011	Buyback in Year 2012
Purpose of Buyback	Shares Transferred to Employees	Shares Transferred to Employees	Shares Transferred to Employees
Period of Buyback	Mar. 31, 2011 to May 30, 2011	Jun. 2, 2011 to Aug. 1, 2011	July 3, 2012 to Sept. 2, 2012
Estimated Number of Shares to Buyback	54,000,000 shares	27,000,000 shares	10,000,000 shares
Price Range of Buyback	NT$55 to NT$100	NT$55 to NT$80	NT$28 to NT$35
Quality of Bought back	28,619,000 shares	27,000,000 shares	10,000,000 shares
Monetary Amount of Shares Bought back	NT$1,526,797,373	NT$ 1,341,450,925	NT$ 271,182,250
Average Repurchase Price Per Share	NT$53.35	NT$49.68	NT$27.12

To Report the Amendments of Regulations Governing Procedure for Board Directors Meetings

In order to comply with the “Regulations Governing Procedure for Board of Directors Meetings of Public Companies” which was amended and issued by the Financial Supervisory Commission (“FSC”) on August 22, 2012 (“FSC Board Meeting Regulations”), Articles 3, 7, 11, 16 and 17 of the Regulations were amended and approved by the BOD meeting on Oct. 24, 2012. Please refer to the comparison table below for detailed information on its content before and after amendments. The amended regulations are attached as Attachment 6. (Please refer to page 34)

Comparison Table of “Regulations Governing Procedure for Board of Directors Meetings”

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Article 3 The Board of Directors shall meet at least quarterly. The reasons for calling a Board meeting shall be notified to each director and supervisor at least seven days in advance. In emergency circumstances, however, a Board meeting may be called on shorter notice.	Article 3 The Board of Directors shall meet at least quarterly. The reasons for calling a Board meeting shall be notified to each director and supervisor at least seven days in advance. In emergency circumstances, however, a Board meeting may be called on shorter notice.The notice of Board meeting in this Article may be sent via electronic means with respective Board member’s consent.	To amend in accordance with FSC Board Meeting Regulations

Acer Incorporated 2013 General Shareholders’ Meeting Agenda

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Article 7 1. The Company shall submit the following items for discussion by the board of directors: (1) Corporate business plan. (2) Annual and semi-annual fnancial reports. (3) Adoption or amendment of an internal control system pursuant to Article 14-1 of the Securities and Exchange Act. (4) Adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of handling procedures for fnancial or operational actions of material signifcance, such as acquisi- tion or disposal of assets, derivatives trading, extension of monetary loans to others, and endorsements or guar- antees for others. (5) The ofering, issuance, or private placement of any equity-type securi- ties. (6) The appointment or discharge of a fnancial, accounting, or internal audit ofcer. (7) Any matter required by Article 14-3 of the Securities and Exchange Act or any other law, regulation, or bylaw to be approved by resolution at a share- holders' meeting or board of direc- tors meeting, or any such signifcant matter as may be prescribed by the competent authority.	Article 7 1. The Company shall submit the following items for discussion by the board of directors: (1) Corporate business plan. (2) Annual and semi-annual financial reports.However, half-year financial reports which are not required by law to be audited by accountants are excepted. (3) Adoption or amendment of an internal control system pursuant to Article 14-1 of the Securities and Exchange Act. (4) Adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, and endorsements or guarantees for others. (5) The offering, issuance, or private placement of any equity-type securities. (6) The appointment or discharge of a financial, accounting, or internal audit officer. (7)Donation to associated person or material donation to non-associated person; however, donations for charitable purposes in case of emergency arising from major natural disaster may be submitted for approval in the next Board meeting. ~~(7)~~ ~~(~~8)Any matter required by Article 14-3 of the Securities and Exchange Act or any other law, regulation, or bylaw to be approved by resolution at a shareholders' meeting or board of directors meeting, or any such signifcant mat- ter as may be prescribed by the competent authority. 2. The“associated person”in paragraph (7) of the previous paragraph refers to the associated person as defined in the“Regulations Governing the Preparation of Financial Reports by Securities Issuers”. The material donation to non-associated person means donation on each account exceeding, or accumulated donation to one single person within one year exceeding, NT$100 million, or 1% of the net revenue or 5% of the paid-in capital in the latest audited financial reports. 3. The“one year”as set out in the previous paragraph means the one year period immediately preceding the date of the respective Board meeting; however, such one year period shall not apply to donation which has been approved by the Board. ~~2~~ ~~4~~.The agenda items set out in the1st~~previous~~ paragraph shall be specified in the notice of the reasons for calling a Board meeting; none of them may be raised by an extraordinary motion except in the case of an emergency or legitimate reason. ~~3~~ ~~5~~.Where there is an Independent Director appointed by the Company, the application of these Regulations shall be handled in accordance with the applicable laws and regulations when it is otherwise specified thereof; and each Independent Director shall attend in person any meeting concerning a matter that requires a resolution by the board of directors under Article 14-3 of the Securities and Exchange Act, or shall appoint another Independent Director to attend as his or her proxy. If an Independent Director objects to or expresses reservations about the matter, it shall be recorded in the board meeting minutes; an Independent Director intending to express objection or reservations but unable to attend the meeting in person shall, unless there is some legitimate reason to do otherwise, issue a written opinion in advance, which shall be recorded in the meeting minutes.	To amend in accordance with FSC Board Meeting Regulations

Acer Incorporated 2013 General Shareholders’ Meeting Agenda

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Article 11 When holding a Board meeting, the Company may, as necessary for the agenda items of the meeting, notify non-director officers from relevant departments to attend the meeting as nonvoting participants. When necessary, the Company may also invite certificated public accounts, attorneys, or other professionals to attend as nonvoting participants.	Article 11 When holding a Board meeting, the Company may, as necessary for the agenda items of the meeting, notify ~~non-director officers from relevant departments~~ the staff from subsidiary (ies)to attend the meeting as nonvoting participants. When necessary, the Company may also invite certificated public accounts, attorneys, or other professionals to attend as nonvoting participantsand give explanations. However, such nonvoting participants shall leave the Board meeting during discussion and voting process of the Board.	To amend in accordance with FSC Board Meeting Regulations
Article 16 1. A Board director is prohibited from participating in discussion of or voting on an agenda item in which the director or the juristic person that the director represents is an interested party, where such participation is likely to prejudice the interest of the Company, and likewise is prohibited from voting on such an item as a proxy of another director.	Article 16 1.~~A~~ If aBoard director~~is prohibited from participating in~~ ~~discussion of or voting on an agenda item in which the~~ ~~director~~ or the juristic person~~that the director~~ which he/ sherepresents~~is an interested party, where~~ has a personal interest in a agenda item, such~~participation~~ director shall explain its key content in the respective Board meeting; if such personal interestis likely to prejudice the interest of the Company,~~and likewise is prohibited from voting on~~ ~~such an item as a proxy of another director,~~ ~~s~~uch director is prohibited from participating in discussion of or voting on the relevant agenda item, and further, shall recuse himself/ herself by leaving the meeting during discussion and voting on that item and may not act as another director's proxy to exercise voting rights on that matter.	To amend in accordance with FSC Board Meeting Regulations
Article 17 1. Minutes shall be prepared of the discussions at Board meetings; the meeting minutes shall record the following factually in accordance with the applicable laws and regulations: (1) Session (or year), time, and place of meeting. (2) Name of the meeting chair. (3) Attendance of directors at the meet- ing, specifying the names and number of members present, excused, and absent. (4) Names and titles of those attending the meeting as nonvoting participants. (5) Name of minutes taker. (6) Matters reported on. (7) Agenda items: specify the resolution method and result for each proposal, and summarize the comments made by, and specify any objections or reservations expressed by, directors, supervisors, experts, or any others at the meeting that has been included in records or stated in writing, and any opinion issued in writing by an independent director under Article 7, paragraph 3. (8) Extraordinary motions: specify the name of the mover, the resolution method and result for each motion, and summarize the comments made by, and specify any objections or reservations expressed by, directors, supervisors, experts, or any others at the meeting that has been included in records or stated in writing. (9) Other matters required to be recorded.	Article 17 1. Minutes shall be prepared of the discussions at Board meetings; the meeting minutes shall record the following factually in accordance with the applicable laws and regulations: (1) Session (or year), time, and place of meeting. (2) Name of the meeting chair. (3) Attendance of directors at the meeting, specifying the names and number of members present, excused, and absent. (4) Names and titles of those attending the meeting as nonvoting participants. (5) Name of minutes taker. (6) Matters reported on. (7) Agenda items: specify the resolution method and result for each proposal,~~and summarize~~ the summary ofthe comments made bydirectors, supervisors, experts, or any others at the meeting, and the name of, and expla- nation to the key content of the personal interest of, the director(s) with personal interest as provided in Article 16, paragraph 1 above, the reason for recusal or non- recusal of such director(s) and the execution thereof, and specify any objections or reservations expressed b~~y,~~ ~~d~~irectors, supervisors, experts, or any others at the meeting that has been included in records or stated in writing, and any opinion issued in writing by an inde- pendent director under Article 7, paragraph 3. (8) Extraordinary motions: specify the name of the mover, the resolution method and result for each motion, ~~and summarize~~ the summary ofthe comments made bydirectors, supervisors, experts, or any others at the meeting, and the name of, and explanation to the key content of the personal interest of, the director(s) with personal interest as provided in Article 16, paragraph 1 above, the reason for recusal or non-recusal of such director(s) and the execution thereof, and specify any objections or reservations expressed b~~y,~~ ~~d~~irectors, su- pervisors, experts, or any others at the meeting that has been included in records or stated in writing. (9) Other matters required to be recorded.	To amend in accordance with FSC Board Meeting Regulations

Acer Incorporated 2013 General Shareholders’ Meeting Agenda

To Report the Impairment of Non-Financial Assets
(1) According to Financial-Supervisory-Securities-0940001669 issued by the FSC dated April 15, 2005, the Company is required to do the assets impairment test in accordance with No. 35 of Statements of Financial Accounting Standards (“SFAS”).
(2) The result of Assets Impairment test according to the SFAS No.35 is summarized as follows:
The impairment loss (the excess of the asset’s carrying amount over its recoverable amount) for intangible asset- trademark owned by Acer Incorporated and its subsidiaries amounted to NT$ 3,496M for the year ended 31 December 2012.
To Report the Impact Amounts of Retained Earnings, Net Worth and Special Reserve from First-Time Adoption of IFRS
(1) According to the Order VI-1010012865 issued by Financial Supervisory Commission dated April 6, 2012, the Company needs to reserve Special Reserve and report the impact amounts of Retained Earnings and Special Reserve to shareholders in General Shareholders’ Meeting from the start year of the adoption of International Financial Reporting Standards (IFRS).
(2) For adopting IFRS, the Retained Earnings for the IFRS opening balance as of Jan. 1, 2012 and the comparative period of 2012 are reduced by NT$ 1,000M (including the reversal of special reserve of NT$ 3,479 M) and increased by NT$ 684M, respectively.
(3) When first-time adopting IFRS for financial reporting, the retained earnings were not increased due to the exemption elected by the Company related to the unrealized appraisal gain the translation adjustment gain. Hence, there is no need to reserve further special reserve in accordance with the order mentioned above.
To Report the Second Issuance of Domestic Unsecured Convertible Bonds

In order to strengthen operating capital, the Company issued the second domestic unsecured convertible bonds. The statement of issuance and execution are listed below. The “Rules Gov erning Issuance and Conversion of Second Domestic Unsecured Convertible Bonds” is attached hereto as Attachment 7. (Please refer to page 39)

Corporate Bond	The Second Domestic Unsecured Convertible Bonds
BOD Date	Approved by the BOD on Mar. 28, 2013
Issuing Date	May 14, 2013
Use of Proceed	The proceeds will be used to strengthen operating capital
Issue Size	NT$ 6 Billion
Execution	None

Acer Incorporated 2013 General Shareholders’ Meeting Agenda

Supervisors’ Review Report

To: The 2013 General Shareholders Meeting

The Board of Directors of the Company has prepared the 2012 financial report, including balance sheet, statement of income, statements of changes in stockholders’ equity, and statement of cash flows. Sonia Chang and Steven Shih at KPMG have been retained by the Board of Directors of the Company to issue an audit report. The undersigned supervisors have reviewed the audit report and the aforesaid documents, which were made by the Board of Directors in compliance with Article 228 of the Company Law, and did not find any incompliance. In accordance with Article 219 of the Company Law, it is hereby submitted for your review and perusal.

Supervisor: George Huang

Supervisor: Carolyn Yeh

Dated: March 28, 2013

Acer Incorporated 2013 General Shareholders’ Meeting Agenda

D. Proposed Resolutions

ITEM 1

Proposal: To Accept 2012 Financial Statements and Business Report (Proposed by the Board of Directors)

Details: (1) The 2012 Financial Statements of Acer Incorporated ( including the Single Balance Sheets, Statement of Income, Statement of Change in Stockholder’s Equity and Statement of Cash Flow) have been approved by the Board of Directors and reviewed by the supervisors, and hereby are submitted for acceptance. (Please refer to page18 to 24 )

(2) Please discuss

Resolution:

Acer Incorporated 2013 General Shareholders’ Meeting Agenda

ITEM 2

Proposal: To Approve the Statement of Deficit Compensated for 2012 (Proposed by the Board of Directors)

Details: (1) FY2012 beginning balance of the un-appropriated retained earnings of the Company is NT$314,561,453. After plus the net loss after tax of NT$2,910,326,078 for FY2012, the deficit to be compensated is NT$2,595,764,625. It is proposed to compensate the deficit by the legal reserve of NT$2,595,764,625. Subject to the appropriation, the ending balance of the un-appropriated retained earnings is 0.

(2) It is proposed not to distribute dividend for 2012.
(3) The Statement of Deficit Compensated for 2012 is shown as follows:
(4) Please discuss

Acer Incorporated 2012 Statement of Deficit Compensated

Beginning Balance of Un-appropriated Retained Earnings Plus: 2012 Net Loss after Tax Deficit to be compensated in 2012 Appropriation Items: Legal Reserve Ending Balance of Un-appropriated Retained Earnings	Unit: NT$ 314,561,453 (2,910,326,078) (2,595,764,625) 2,595,764,625 0

Resolution:

Acer Incorporated 2013 General Shareholders’ Meeting Agenda

ITEM 3

Proposal: To Approve Amendments to Acer’s Articles of Incorporation (Proposed by the Board of Directors)

Details: (1) To capture the advantages of corporate governance, it is proposed establishing an Audit Committee in lieu of Supervisors to exercise their powers and duties conferred by Taiwan Securities and Exchange Act, Company Law and other laws and regulations after the expiration from the current Board of Directors and Supervisors term (June 2014); it’s proposed amending and adding Article 12, 12-1, 16-1, 18, 20 and 22 of Acer’s Article of Incorporation in accordance with Article 14-4 of Taiwan Securities and Exchange Act; for details on the proposed revisions, please refer to “Comparison Table of Acer’s Articles of Incorporation Before and After Revision”.
(2) These amendments to Acer’s Articles of Incorporation shall be enforced and applied from June 2014 of expiration of the term currently being served by the Board of Directors or Supervisors.
(3) Please discuss

Comparison Table of Acer’s Articles of Incorporation Before and After Revision

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Chapter IV – Directors and Supervisors Article 12. This Company shall have seven (7) directors and two (2) supervisors, to be elected from share- holders with legal capability. The term of ofce for directors and supervisors shall be three (3) years. The directors and supervisors are eligible for re-election. The total capital stock held by all directors and supervisors shall not be less than the percentage provided by the competent au- thority. The Company may buy the Responsibil- ity Insurance for the Directors and the Supervi- sors who have to be responsible for the damages caused by their duties. The Company shall establish two (2) indepen- dent directors to be included in the number of directors designated in the preceding para- graph. The elections for independent directors shall proceed with the candidate nomination system; the shareholders shall elect indepen- dent directors from among the nominees listed in the roster of independent director candidates.	Chapter IV – Directors and~~Supervisors~~ Committee Article 12. This Company shall havenine (9)~eleven (11) di- rector~~s and two (2) supervisors~~ , to be elected from ~~shareholders with legal capability~~ the nominees listed in the roster of director with the candidate nomination system.The term of ofce for direc- tors and supervisors shall be three (3) years. The directors~~and supervisors~~ are eligible for re-elec- tion. The total capital stock held by all directors ~~and supervisors~~ shall not be less than the per- centage provided by the competent authority. The Company may buy the Responsibility Insurance for the Directors and the Supervisors who have to be responsible for the damages caused by their du- ties. The Company shall establish~~two (2)~~ ~~t~~hree (3) or moreindependent directors to be included in the number of directors designated in the preceding paragraph. The elections for independent direc- tors shall proceed with the candidate nomination system; the shareholders shall elect independent directors from among the nominees listed in the roster of independent director candidates.	To capture the advantages of corporate gover- nance, it is proposed establishing an Audit Committee in lieu of Supervisors to exer- cise their powers and duties conferred by Taiwan Securities and Exchange Act, Com- pany Law and other laws and regulations after the expiration from the current Board of Directors and Supervisors term (June 2014)
Non (new)	Article 12-1 The Company shall establish an Audit Committee, which shall consist of all independent directors. The Audit Committee or the members of Audit Committee shall be responsible for those respon- sibilities of Supervisors specifed under the ROC Company Law, Securities and Exchange Act and other relevant laws and regulations.	The same as above

Acer Incorporated 2013 General Shareholders’ Meeting Agenda

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Article 16-1 The Board of Directors is authorized to deter- mine the compensation recommended by the Remuneration Committee for the directors and supervisors, taking into account the extent and value of the services provided for the manage- ment of the Corporation and the standards of the industry within the R.O.C. and overseas, no matter whether the Company has proft or suf- fered loss. Where this Company has earnings, the remu- neration of directors and supervisors shall be distributed in accordance with Article 20 of these Articles of Incorporation.	Article 16-1 The Board of Directors is authorized to determine the compensation recommended by the Remu- neration Committee for the directors~~and super-~~ ~~visors~~ ~~,~~taking into account the extent and value of the services provided for the management of the Corporation and the standards of the industry within the R.O.C. and overseas, no matter whether the Company has proft or sufered loss. Where this Company has earnings, the remunera- tion of directors~~and supervisors~~ shall be distrib- uted in accordance with Article 20 of these Arti- cles of Incorporation.	The same as above
Article 18 At the end of each business fscal year, the fol- lowing reports shall be prepared by the Board of Directors, and shall, after being audited by the supervisor or by a certifed public accountant appointed by the supervisor, be submitted to the shareholde rs’ meeting for approval: (1) Business Report; (2) Financial Report; (3) Proposal of Appropriation of Net Proft or the Covering of Losses.	Article 18 At the end of each business fscal year, the fol- lowing reports shall be prepared by the Board of Directors, and shal~~l, after being audited by the~~ ~~supervisor or by a certifed public accountant ap-~~ ~~pointed by the supervisor,~~ be submitted to the shareholders’ meeting for approval: (1) Business Report; (2) Financial Report; (3) Proposal of Appropriation of Net Proft or the Covering of Losses.	The same as above
Article 20 Where this Company has earnings at the end of the fscal year, after paying all relevant taxes, making up losses of previous year, this Company shall frst set aside ten percent (10%) of said earnings as legal reserve, except that such legal reserve amounts to the total authorized capital. Thereafter, this Company shall set aside or re- verse a special reserve in accordance with the applicable laws and regulations. Any balance left over shall be distributed as follows: 1. Over Five percent (5 %) for bonuses to em- ployees. When the employee bonuses will be paid in the form of share bonuses, the employees entitled to such share bonuses may include employees of subsidiaries of this Company satisfying certain criteria. The criteria shall be formulated by the board of directors; 2. Not more than one percent (1%) for remu- neration of directors and supervisors, the standard for distribution of remuneration will be recommended by Remuneration Commit- tee and determined by the Board of Direc- tors; The remainder together with previous year amount, after an amount is reserved for opera- tion needs, shall be allocated to shareholders as bonuses. Except distribution of reserve in ac- cordance with competent laws and regulations, the Company shall not pay dividends or bonuses when there is no proft. Above distribution ratio may be adjusted upon the consent of shareholders meeting.	Article 20 Where this Company has earnings at the end of the fscal year, after paying all relevant taxes, mak- ing up losses of previous year, this Company shall frst set aside ten percent (10%) of said earnings as legal reserve, except that such legal reserve amounts to the total authorized capital. Thereaf- ter, this Company shall set aside or reverse a spe- cial reserve in accordance with the applicable laws and regulations. Any balance left over shall be dis- tributed as follows: 1. Over Five percent (5 %) for bonuses to employ- ees. When the employee bonuses will be paid in the form of share bonuses, the employees entitled to such share bonuses may include employees of subsidiaries of this Company satisfying certain criteria. The criteria shall be formulated by the board of directors; 2. Not more than one percent (1%) for remunera- tion of directors~~and supervisors,~~ the standard for distribution of remuneration will be recom- mended by Remuneration Committee and de- termined by the Board of Directors; The remainder together with previous year amount, after an amount is reserved for opera- tion needs, shall be allocated to shareholders as bonuses. Except distribution of reserve in accor- dance with competent laws and regulations, the Company shall not pay dividends or bonuses when there is no proft. Above distribution ratio may be adjusted upon the consent of shareholders meeting.	The same as above

Before Revision	After Revision	Purpose

Article 16-1 The Board of Directors is authorized to deter- mine the compensation recommended by the Remuneration Committee for the directors and supervisors, taking into account the extent and value of the services provided for the manage- ment of the Corporation and the standards of the industry within the R.O.C. and overseas, no matter whether the Company has proft or suf- fered loss. Where this Company has earnings, the remu- neration of directors and supervisors shall be distributed in accordance with Article 20 of these Articles of Incorporation.	Article 16-1 The Board of Directors is authorized to determine the compensation recommended by the Remu- neration Committee for the directors~~and super-~~ ~~visors~~ ~~,~~taking into account the extent and value of the services provided for the management of the Corporation and the standards of the industry within the R.O.C. and overseas, no matter whether the Company has proft or sufered loss. Where this Company has earnings, the remunera- tion of directors~~and supervisors~~ shall be distrib- uted in accordance with Article 20 of these Arti- cles of Incorporation.	The same as above
Article 18 At the end of each business fscal year, the fol- lowing reports shall be prepared by the Board of Directors, and shall, after being audited by the supervisor or by a certifed public accountant appointed by the supervisor, be submitted to the shareholde rs’ meeting for approval: (1) Business Report; (2) Financial Report; (3) Proposal of Appropriation of Net Proft or the Covering of Losses.	Article 18 At the end of each business fscal year, the fol- lowing reports shall be prepared by the Board of Directors, and shal~~l, after being audited by the~~ ~~supervisor or by a certifed public accountant ap-~~ ~~pointed by the supervisor,~~ be submitted to the shareholders’ meeting for approval: (1) Business Report; (2) Financial Report; (3) Proposal of Appropriation of Net Proft or the Covering of Losses.	The same as above
Article 20 Where this Company has earnings at the end of the fscal year, after paying all relevant taxes, making up losses of previous year, this Company shall frst set aside ten percent (10%) of said earnings as legal reserve, except that such legal reserve amounts to the total authorized capital. Thereafter, this Company shall set aside or re- verse a special reserve in accordance with the applicable laws and regulations. Any balance left over shall be distributed as follows: 1. Over Five percent (5 %) for bonuses to em- ployees. When the employee bonuses will be paid in the form of share bonuses, the employees entitled to such share bonuses may include employees of subsidiaries of this Company satisfying certain criteria. The criteria shall be formulated by the board of directors; 2. Not more than one percent (1%) for remu- neration of directors and supervisors, the standard for distribution of remuneration will be recommended by Remuneration Commit- tee and determined by the Board of Direc- tors; The remainder together with previous year amount, after an amount is reserved for opera- tion needs, shall be allocated to shareholders as bonuses. Except distribution of reserve in ac- cordance with competent laws and regulations, the Company shall not pay dividends or bonuses when there is no proft. Above distribution ratio may be adjusted upon the consent of shareholders meeting.	Article 20 Where this Company has earnings at the end of the fscal year, after paying all relevant taxes, mak- ing up losses of previous year, this Company shall frst set aside ten percent (10%) of said earnings as legal reserve, except that such legal reserve amounts to the total authorized capital. Thereaf- ter, this Company shall set aside or reverse a spe- cial reserve in accordance with the applicable laws and regulations. Any balance left over shall be dis- tributed as follows: 1. Over Five percent (5 %) for bonuses to employ- ees. When the employee bonuses will be paid in the form of share bonuses, the employees entitled to such share bonuses may include employees of subsidiaries of this Company satisfying certain criteria. The criteria shall be formulated by the board of directors; 2. Not more than one percent (1%) for remunera- tion of directors~~and supervisors,~~ the standard for distribution of remuneration will be recom- mended by Remuneration Committee and de- termined by the Board of Directors; The remainder together with previous year amount, after an amount is reserved for opera- tion needs, shall be allocated to shareholders as bonuses. Except distribution of reserve in accor- dance with competent laws and regulations, the Company shall not pay dividends or bonuses when there is no proft. Above distribution ratio may be adjusted upon the consent of shareholders meeting.	The same as above

Acer Incorporated 2013 General Shareholders’ Meeting Agenda

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Before Revision After Revision Purpose
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Before Revision	After Revision	After Revision	Purpose

Article 22 These Articles of Incorporation were approved on June 19, 1979. (ignored)		Article 22 These Articles of Incorporation were approved on June 19, 1979. (ignored) The forty-frst amendment was on June 19, 2013. These amendments to Acer’s Articles of Incorpo- ration shall be enforced and applied from June 2014 of expiration of the term currently being served by the Board of Directors or Supervisors.	To increase the date of the amendment and enforcement.

Resolution:

Acer Incorporated 2013 General Shareholders’ Meeting Agenda

F. Special Motion

G. Meeting Adjourned

Acer Incorporated 2013 General Shareholders’ Meeting Agenda

Attachment 1

Business Report to Shareholders

In fiscal year 2012, Acer’s business suffered from the impacts of company transformation, sluggish European and US economies, key component supply issues, and less than anticipated sales of Windows 8 devices. Our consolidated revenue of NT$429.5B (US$14.7B) was down 9.6% year-on-year, and operating income was NT$1.03B (US$35.2M). Besides, in compliance with the GAAP we recognized NT$3.5B (US$120M) for the impairment of intangible assets in trademark rights, which resulted in profits after tax (PAT) losses of -NT$2.91B (-US$100M), and earnings per share (EPS) of -NT$1.07.

The intangible asset impairment comes from the revaluation of the Gateway, Packard Bell, eMachines, and Eten brands. It is part of an accounting procedure separate from cash expenses, and does not affect the company’s business operation and working capital. The revaluation required exhaustive calculations along with rational estimations that take into full account of feasibility and appropriateness.

In terms of shipments, Acer ranked No. 4 for total PCs and No. 3 for notebooks worldwide in 2012 according to market research firm, IDC. In the last year, the whole ICT industry experienced a profound paradigm shift, with changing criteria on customer purchase, and the market sell-through becoming harder to forecast. To minimize our risks, we are no longer focused on maximizing volume growth only. Instead, Acer’s main priorities now are to develop innovative products with differentiation, establish a clear brand positioning, and create value for our customers before pursuing for shipment growth.

In today’s ICT industry, personal computers and the Wintel architecture no longer serve their former dominant roles. In place are the three ecosystems — iOS, Android and Windows — which shall co-exist and compete with each other. Without a single operating platform, industry players now have more opportunities for innovation but the keys to success still lie in providing the ultimate user experience, and creating product differentiation and customer value. Hence, Acer already began implementing its new strategy in the second half of 2012 to strengthen our marketing and R&D capabilities, invest more resources, and importantly, engrain marketing in the daily process of R&D and design.

The ICT industry faced many uncertainties last year, such as the weak demand for Windows 8 devices due to several unfavorable factors. However, so far this year we have seen the U.S. economy showing signs of recovery, the European economy stabilizing, fewer factors of uncertainty, rising demand for touch and type “duality” products, and maturity of the tablet PC market ready for higher growth. Based on these observations I expect the overall industry condition to be better than last year.

As for our product offering, we can no longer focus on traditional notebooks and netbooks. The growing momentum for the future comes from tablets, Ultrabooks, and touch notebooks. This year, Acer will strive to gain the leading position for touch devices, increase the sales of tablet PCs, and expand our smartphone business step by step. Today, there are more and more categories in the PC industry than before and the emergence of many cross-category devices. Acer will embrace these new opportunities for our onward growth.

In terms of cloud services, AcerCloud supports cross platforms for the three major operating systems: Windows, Android, and iOS. The most important feature of AcerCloud is that it allows users to easily manage their personal multimedia and data files on a variety of digital devices, regardless of which operating system they are running. Through AcerCloud, we expect to highlight our brand differentiation and build customer loyalty.

Following the company transition Acer now has a stronger organization and management team with a clear set of

Acer Incorporated 2013 General Shareholders’ Meeting Agenda

strategies. And as the overall external conditions start to look more promising we are confident of a turnaround and back on the right track for steady growth and profitability. With the determination to create product innovation and differentiation in the long term, we will gradually build Acer into a valuable global brand.

Lastly, please continue to support Acer as we will strive to create more benefits for all our shareholders. Thank you.

Sincerely,

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J.T. Wang Chairman & CEO

Acer Incorporated 2013 General Shareholders’ Meeting Agenda

Attachment 2

Independent auditors’ Report

The Board of Directors Acer Incorporated:

We have audited the accompanying non-consolidated balance sheets of Acer Incorporated (the “Company”) as of December 31, 2012 and 2011, and the related non-consolidated statements of operations, changes in stockholders’ equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the “Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants” and auditing standards generally accepted in the Republic of China. Those regulations and standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the non-consolidated financial statements referred to in the first paragraph present fairly, in all material respects, the financial position of Acer Incorporated as of December 31, 2012 and 2011, and the results of its operations and its cash flows for the years then ended, in conformity with the accounting principles generally accepted in the Republic of China.

We have also audited the consolidated financial statements of Acer Incorporated and subsidiaries as of and for the years ended December 31, 2012 and 2011, prepared by the Company, and expressed unqualified opinions for 2012 and 2011 consolidated financial statements.

KPMG

2013.3.28

This document is an English translation of a report originally issued in Chinese. In the event of a conflict between the English translation and the original Chinese version, the Chinese language auditors’ report shall prevail.

Acer Incorporated 2013 General Shareholders’ Meeting Agenda

				2011.12.31	NT$		-	27,986	62,669,700	6,526,825	689,562	8,935,902	14,192,365	-	-	56,403	93,098,743			1,216,586	14,064,997	9,000,000	64,194	1,776,203 26,121,980	1,776,203 26,121,980	119,220,723			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)	75,749,105						194,969,828
				2012.12.31	NT$		385,869	863,734	60,132,997	231,824	444,357	6,521,852	11,476,608	4,892,805	9,000,000	86,580	94,036,626			653,583	4,101,617	-	209,273	1,037,260 6,001,733		100,038,359			28,347,268	44,096,498		12,607,933	6,126,774	(2,595,765)		(5,655,033)	(331,754)	(904,176)	(6,662,028)	75,029,717						175,068,076
ACER INCORPORATED	Non-Consolidated Balance Sheets	December 31, 2012 and 2011	(Expressed in thousands of New Taiwan dollars)	2012.12.31 2011.12.31 Liabilities and Stockholders’ Equity	NT$ NT$	Current liabilities:	19,436,225 30,769,328 Financial liabilities at fair value through profit or loss－current	78,381 66,446 Hedging purpose derivative financial liabilities－current	4,348 39,221 Notes and accounts payable	388 650,104 Notes and accounts payable to related parties	Other payables to related parties	7,814,592 7,857,933 Royalties payable	28,605,882 43,467,442 Accrued expenses and other current liabilities	1,678,528 2,536,502 Current portion of bonds payable	1,117,803 366,019 Current portion of long-term debt	19,589,959 15,567,695 Deferred inter-company profits	492,444 653,868 Total current liabilities	787,351 570,749	79,605,901 102,545,307 Long-term liabilities:	Financial liabilities at fair value through profit or loss－noncurrent	81,861,332 75,717,724 Bonds payable Long-term debt, excluding current portion		2,288,954 753,057 Other liabilities	343,685 598,161 Deferred income tax liabilities－noncurrent	84,493,971 77,068,942 Total long-term liabilities	Total liabilities		734,207 734,207 Stockholders’ equity:	1,189,609 1,178,720 Common stock	781,671 709,833 Capital surplus	203,988 194,084 Retained earnings:	- 85,441 Legal reserve	2,909,475 2,902,285 Special reserve	(1,068,075) (876,276) Unappropriated earnings (accumulated deficit)	(236,380) (236,380) Other equity components:	1,605,020 1,789,629 Foreign currency translation adjustment	Minimum pension liability adjustment	Unrealized losses on financial instruments	4,174,814 7,402,020 Treasury stock	830,438 1,058,009 Total stockholders’ equity	5,005,252 8,460,029 Commitments and contingencies	3,137,843 3,348,459	215,351 184,433	566,780 850,801	437,958 722,228	175,068,076 194,969,828 Total liabilities and stockholders’ equity
				Assets		Current assets:	Cash and cash equivalents	Available-for-sale financial assets－current	Financial assets at fair value through profit or loss－current	Hedging purpose derivative financial assets－current	Notes and accounts receivable, net of allowance for impairment of NT$39,059 and	NT$69,356 as of December 31, 2012 and 2011, respectively	Notes and accounts receivable from related parties	Other receivables	Other receivables from related parties	Inventories	Prepayments and other current assets	Deferred income tax assets－current	Total current assets		Long-term investments:	Investments accounted for using equity method	Available-for-sale financial assets－noncurrent	Financial assets carried at cost－noncurrent	Total long-term investments		Property, plant and equipment:	Land	Buildings and improvements	Computer equipment and machinery	Other equipment	Construction in progress and advance payments for purchases of equipment		Less: accumulated depreciation	Less: accumulated impairment	Net property, plant and equipment		Intangible assets:	Trademark	Other intangible assets	Total intangible assets	Property not used in operation	Refundable deposits	Noncurrent receivables	Deferred charges and other assets	Total assets

Acer Incorporated 2013 General Shareholders’ Meeting Agenda

ACER INCORPORATED

Non-Consolidated Statements of Operations

For the years ended December 31, 2012 and 2011 (Expressed in thousands of New Taiwan dollars, except earnings per share data)

	2012	2011
	NT$	NT$
Net Sales	359,944,584	405,713,868
Cost of sales	(350,687,946)	(398,825,731)
Gross profit	9,256,638	6,888,137
Changes in realized (unrealized) inter-company profits	(30,177)	42,343
Realized gross profit	9,226,461	6,930,480
Operating expenses:
Selling	(4,530,307)	(3,940,782)
Administrative	(873,786)	(1,058,513)
Research and development	(1,494,593)	(921,493)
Total operating expenses	(6,898,686)	(5,920,788)
Operating income	2,327,775	1,009,692
Non-operating income and gains:
Interest income	37,670	73,601
Foreign currency exchange gain and valuation gain on financial instruments, net	-	236,922
Gain on disposal of investments, net	-	274,042
Other income	382,329	272,998
	419,999	857,563
Non-operating expenses and losses:
Interest expense	(609,014)	(699,385)
Investment loss recognized using equity method, net	(1,653,248)	(8,952,678)
Other investment loss	-	(7,260)
Foreign currency exchange loss and valuation loss on financial instruments, net	(805,874)	-
Impairment loss on assets	(3,198,114)	-
Other losses	(13,364)	(195)
	(6,279,614)	(9,659,518)
Loss before income taxes	(3,531,840)	(7,792,263)
Income tax benefit	621,514	1,190,295
Net loss	(2,910,326)	(6,601,968)
	Before After	Before After
	income income	income income
Earnings per common share (in New Taiwan dollars):	tax tax	tax tax
	NT$ NT$	NT$ NT$
Basic earnings per common share	(1.30) (1.07)	(2.97) (2.52)

Acer Incorporated 2013 General Shareholders’ Meeting Agenda

				Total	stockholders’	equity	NT$	93,749,770		-	-	(9,678,044)	197,547	(2,868,248)	140,358	400,044	(1,235,947)	170,198	6,964	1,515,783	(47,352)	(6,601,968)	75,749,105		-	4,907,900	100,880	(271,182)	203,315	115,889	(570,376)	(314,761)	(2,074,897)	94,170	(2,910,326)	75,029,717
					Treasury	stock	NT$	(3,522,598)		-	-	-	-	(2,868,248)	-	-	-	-	-	-	-	-	(6,390,846)		-	-	-	(271,182)	-	-	-	-	-	-	-	(6,662,028)
			Unrealized	gains (losses)	on financial	Instruments		460,600		-	-	-	-	-	-	-	(1,235,947)	170,198	-	-	(25,472)	-	(630,621)		-	-	-	-	-	115,889	(570,376)	-	-	180,932	-	(904,176)
				Minimum Pension	liability	adjustment	NT$	(23,957)		-	-	-	-	-	-	-	-	-	6,964	-	-	-	(16,993)		-	-	-	-	-	-	-	(314,761)	-	-	-	(331,754)
For the years ended December 31, 2012 and 2011	(Expressed in thousands of New Taiwan dollars)	Retained earnings		Unappropriated Foreign currency	Common Common stock Capital Legal Special earnings translation	stock subscription surplus reserve reserve (accumulated deficit) adjustment	NT$ NT$ NT$ NT$ NT$ NT$ NT$	Balance at January 1, 2011 27,001,793 21,656 39,578,915 11,096,134 - 24,233,146 (5,095,919)	Appropriation approved by the stockholders (note):	Legal reserve - - - 1,511,799 - (1,511,799) -	Special reserve - - - - 4,659,275 (4,659,275) -	Cash dividends - - - - - (9,678,044) -	Common stock subscribed under option plans 97,122 (21,656) 122,081 - - - -	Purchase of treasury stock - - - - - - -	Cash dividends distributed to subsidiaries - - 140,358 - - - -	Stock-based compensation cost - - 400,044 - - - -	Unrealized valuation loss on available-for-sale financial assets - - - - - - -	Effective portion of changes in fair value of cash flow hedge - - - - - - -	Minimum pension liability adjustment - - - - - - -	Foreign currency translation adjustment - - - - - - 1,515,783	Adjustments from investments accounted for using equity method - - (21,880) - - - -	2011 net loss - - - - - (6,601,968) -	Balance at December 31, 2011 27,098,915 - 40,219,518 12,607,933 4,659,275 1,782,060 (3,580,136)	Appropriation approved by the stockholders:	Special reserve - - - - 1,467,499 (1,467,499) -	Issuance of common shares for acquisition of a subsidiary 1,221,782 - 3,686,118 - - - -	Common stock subscribed under option plans 26,571 - 74,309 - - - -	Purchase of treasury stock - - - - - - -	Stock-based compensation cost - - 203,315 - - - -	Unrealized valuation gain on available-for-sale financial assets - - - - - - -	Effective portion of changes in fair value of cash flow hedge - - - - - - -	Minimum pension liability adjustment - - - - - - -	Foreign currency translation adjustment - - - - - - (2,074,897)	Adjustments from investments accounted for using equity method - - (86,762) - - - -	2012 net loss - - - - - (2,910,326) -	Balance at December 31, 2012 28,347,268 - 44,096,498 12,607,933 6,126,774 (2,595,765) (5,655,033)	Note: Directors’ and supervisors’ remuneration of $89,469 and employee bonuses of $1,500,000for 2010 have been deducted in the 2010 net income.

Acer Incorporated 2013 General Shareholders’ Meeting Agenda

ACER INCORPORATED

Non-Consolidated Statements of Cash Flows

For the years ended December 31, 2012 and 2011 (Expressed in thousands of New Taiwan dollars)

Cash flows from operating activities: Net loss Adjustments to reconcile net loss to cash provided by (used in) operating activities: Depreciation Amortization Impairment loss on assets Stock-based compensation cost Valuation loss (gain) on financial assets and liabilities Investment loss recognized using equity method, net Cash dividends received from equity method investments Other investment gain Other investment loss Gain on disposal of investments, net Amortization of bonds payable discount and transaction cost Unrealized exchange loss (gain) on bonds payable Gain on redemption of bonds payable Gain on disposal of property and equipment, net Deferred income tax benefit Changes in operating assets and liabilities: Notes and accounts receivable Receivables from related parties Inventories Other receivables, prepayments and other current assets Noncurrent receivables Notes and accounts payable Payables to related parties Royalties payable, accrued expenses and other current liabilities Deferred inter-company profits Other liabilities Cash provided by (used in) operating activities Cash flows from investing activities: Proceeds from disposal of available-for-sale financial assets Proceeds from disposal of equity method investments Increase in long-term investments Proceeds from capital return or liquidation of investees Additions to property, plant and equipment Proceeds from disposal of property, plant and equipment and property not used in operation Decrease (increase) in loans and advances to related parties Additions to intangible assets Increase in refundable deposits, deferred charges and other assets Cash provided by (used in) investing activities Cash flows from financing activities: Increase in long-term debt Repayment of long-term debt Redemption of bonds payable Distribution of cash dividends Proceeds from exercise of employee stock option Purchase of treasury stock Cash used in financing activities Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year Supplemental disclosures of cash flow information: Interest paid Income taxes paid Supplementary disclosures of non-cash investing and financing activities: Current portion of long-term debt Current portion of bonds payable Net change in unrealized valuation losses on financial instruments Net change in foreign currency translation adjustment Proceeds from disposal of property, equipment and deferred charges included in other receivables from related parties Increase in long-term investments Less: Issuance of common shares Cash paid	2012 NT$ (2,910,326) 259,657 415,958 3,198,114 203,315 1,118,605 496,913 469,649 (114,281) - - 377,890 (423,025) (88,105) (38,334) (972,593) 43,341 14,861,560 (4,105,324) 1,295,899 32,021 (2,536,703) (6,540,206) (5,044,366) 30,177 (223,747) (193,911) - - (5,500,020) 324,950 (64,710) 214,872 (499,784) (137,935) (23,150) (5,685,777) - - (5,283,113) - 100,880 (271,182) (5,453,415) (11,333,103) 30,769,328 19,436,225 231,124 151,588 9,000,000 4,892,805 273,555 (2,074,897) - 10,407,920 (4,907,900) 5,500,020	2011 NT$ (6,601,968) 200,312 523,485 - 398,243 (955,404) 8,196,068 909,636 (11,751) 7,260 (274,042) 426,830 534,280 - (5,738) (2,241,593) 1,006,604 5,065,273 2,757,757 (770,012) 32,546 (198,478) (250,896) (716,649) (42,343) 4,081
		7,993,501
		572,403 15,379 (1,269,200) 382,437 (162,592) 109,971 1,771,819 (129,037) (369,519)
		921,661
		9,000,000 (12,200,000) - (9,678,044) 197,547 (2,868,248)
		(15,548,745)
		(6,633,583) 37,402,911
		30,769,328
		296,764
		556,269
		-
		-
		1,091,221
		1,515,783
		1,053,087
		- -
		-

Acer Incorporated 2013 General Shareholders’ Meeting Agenda

Attachment 3

Articles of Incorporation of Acer Incorporated

Chapter I – General Provisions

Article 1

This Company shall be incorporated in accordance with the Company Law, and shall be called Acer Incorporated.

Article 2

The business purposes of this Company shall include the following:

F113050 To engage in the wholesale purchase and sale of computer, office machinery and equipment.
F213030 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.
CC01030 To manufacture electrical appliances and audiovisual electrical products.
CC01070 To manufacture wireless communication machinery & equipment.
CC01110 To manufacture computer and its peripheral equipment.
CD01060 To manufacture aircraft and its components.
E701030 To install telecommunications control equipment.
F401021 To import telecommunications control equipment.
F113070 To engage in the wholesale purchase and sale of telecommunications equipment.
IZ13010 To engage in on-line certification business.
F108031 To engage in wholesale of medical apparatus and instruments.
F208031 To engage in retail of medical apparatus and instruments.
ZZ99999 Except for business required for official permits, to engage in businesses which are not prohibited or restricted by laws.

Article 3

This Company may, for its business operations or other investment matters, make endorsements or issue guarantees.

Article 4

The total amount of investment made by this Company shall be exempt from the restriction under Article 13 of the Company Law.

Article 5

The headquarters of this Company shall be located in Taipei City, Taiwan, R.O.C. If the Company considers it necessary, it may, by a resolution adopted at a meeting by the Board of Directors, set up branch offices in Taiwan or abroad.

Acer Incorporated 2013 General Shareholders’ Meeting Agenda

Chapter II – Capital Stock

Article 6

The total amount of this Company capital stock is NT$ thirty-five billion divided into 3.5 billion shares at par value of NT$10 per share, within which the Board of Directors is authorized to issue shares in installments, out of the aforesaid total capital stock NT$ two and half billion, divided into 250 million shares each at a par value of NT$10, is reserved for exercising stock warrant.

Article 6-1

To issue employee stock options that the exercise price may be lower than the closing price of this Company stocks as of the issue date, this Company must have obtained the consent of at least two-thirds of the voting rights represented at a shareholders meeting attended by shareholders representing a majority of the total issued shares.

To transfer shares to employees at less than the average actual repurchase price, this Company must have obtained the consent of at least two-thirds of the voting rights present at the most recent shareholders meeting attended by shareholders representing a majority of total issued shares.

Article 7

After approval for registration, the share certificates of this Company shall be issued in registered form, signed by, and affixed with the seals of, at least three directors of this Company, and authenticated by the competent registrar.

Article 8

All matters concerning shares shall be handled in accordance with the regulations of the competent authority except as otherwise provided by law.

Chapter III – Shareholders’ Meetings

Article 9

Shareholders’ meetings of this Company are classified into (1) regular meetings and (2) special meetings. The Board of Directors shall convene regular meetings within six months after the close of each fiscal year. Special meetings shall be convened, whenever deemed necessary in accordance with the law.

Article 10

Where a shareholder is unable to attend a meeting; such shareholder may appoint a proxy by using the proxy form provided by this Company, which shall specify the scope of proxy and be signed and sealed by the shareholder. Where one person has been appointed to act as proxy for more than two shareholders, unless such person is engaged in the trust business, the votes exercised by such person which exceeding three percent (3%) of all the issued and outstanding capital stock of this Company shall not be counted.

The above-mentioned proxies shall be delivered to this Company five (5) days before the shareholders’ meeting. In such a case, only the proxy received earlier shall be effective.

Article 11

Except as otherwise provided by the Company Law, a resolution may be adopted by the holders of a simple majority of the votes of the issued and outstanding capital stock represented at a shareholders’ meeting at which the holders of a majority of issued and outstanding capital stock are present.

Acer Incorporated 2013 General Shareholders’ Meeting Agenda

Chapter IV – Directors and Supervisors

Article 12

This Company shall have seven (7) directors and two (2) supervisors, to be elected from the nominees listed in the roster of director with the candidate nomination system. 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 held by all directors and supervisors shall not be less than the percentage provided by the competent authority. The Company may buy the Responsibility Insurance for the Directors and the Supervisors who have to be responsible for the damages caused by their duties.

The Company shall establish two (2) independent directors to be included in the number of directors designated in the preceding paragraph. The elections for independent directors shall proceed with the candidate nomination system; the shareholders shall elect independent directors from among the nominees listed in the roster of independent director candidates.

Article 13

The Board of Directors shall consist of directors of the company, and the chairman of the Board of Directors shall be elected by a majority of directors in attendance at a meeting attended by over two-thirds of the Board of Directors. The chairman of the Board of Directors shall represent this Company in external matters. The Board of Directors shall place any kinds of committee includes and so on.

The meeting of the Board of Directors shall be convened in accordance with Article 204 of the Company Law; the notice of the meeting may be made by electronic mail or facsimile transmission.

Article 14

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 of investment business,
To review the major dealings between the Company its related partners (including affiliated companies),
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.

Article 15

Where the chairman of the Board of Directors is on leave or cannot exercise his powers or perform his duties for any reason, an acting chairman shall be designated in accordance with Article 208 of 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. 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 be adopted by one-half of the directors at a meeting attended by one-half of the directors.

Acer Incorporated 2013 General Shareholders’ Meeting Agenda

Article 16-1

The Board of Directors is authorized to determine the compensation recommended by the Remuneration Committee for the directors and supervisors, taking into account the extent and value of the services provided for the management of the Corporation and the standards of the industry within the R.O.C. and overseas, no matter whether the Company has profit or suffered loss.

Where this Company has earnings, the remuneration of directors and supervisors shall be distributed in accordance with Article 20 of these Articles of Incorporation.

Chapter V – Managers

Article 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 accordance with Article 29 of the Company Law.

Chapter VI – Accounting

Article 18

At the end of each business fiscal year, the following reports shall be prepared by the Board of Directors, and shall, after being audited by the supervisor or by a certified public accountant appointed by the supervisor, be submitted to the shareholders’ meeting for approval:

(1) Business Report;
(2) Financial Report;
(3) Proposal 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 the Company depends on yearly earnings and external environments, therefore, cash dividends of this Company shall be distributed at least ten percent of yearly dividends for complying with 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%) of said earnings as legal reserve, except that such legal reserve amounts to the total authorized capital. Thereafter, this Company shall set aside or reverse a special reserve in accordance with the applicable laws and regulations. Any balance left over shall be distributed as follows:

(1) Over Five percent (5%) for bonuses to employees. When the employee bonuses will be paid in the form of share bonuses, the employees entitled to such share bonuses may include employees of subsidiaries of this Company satisfying certain criteria. The criteria shall be formulated by the Board of Directors;
(2) Not more than one percent (1%) for remuneration of directors and supervisors, the standard for distribution of remuneration will be recommended by Remuneration Committee and determined by the Board of Directors;

The remainder together with previous year amount, after an amount is reserved for operation needs, shall be allocated to shareholders as bonuses. Except distribution of reserve in accordance with competent laws and regulations, the Company shall not pay dividends or bonuses when there is no profit.

Above distribution ratio may be adjusted upon the consent of shareholders meeting.

Acer Incorporated 2013 General Shareholders’ Meeting Agenda

Chapter VII – Supplementary Provisions

Article 21

The Company Law and related regulations shall govern any matter not provided in the Articles of Incorporation.

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. The fortieth amendment was on June 15, 2012.

Acer Incorporated 2013 General Shareholders’ Meeting Agenda

Attachment 4

Acer Incorporated (“Acer”) Rules on Transfer Repurchased Shares to Employees for Year 2011

2011.9.21 revised

Article 1: Purpose

In order to motivate employees, Acer adopts these “Rules on Transfer Repurchased Shares to Employees” in accordance with R.O.C. Securities and Exchange Law Article 28-2-1-1 and “Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies” enacted by Financial Supervisory Commission, Executive Yuan, R.O.C. The repurchased shares transferred to employees by Acer, in addition to complying with competent laws and regulations, shall be processed subject to these Rules.

Article 2: Right and Restrictions on Repurchased Shares

The shares repurchased to be transferred to employee are the Acer common shares. The rights and obligations of the shares, unless otherwise regulated by related laws and regulations or these Rules, are the same as other outstanding common shares.

Article 3: Transfer Period

The repurchased shares will be transferred to employees in one time or several times within three years from the date of share repurchase.

Article 4: Eligibility of Transferees

With the approval of Chairman, employees who are key to the Company’s global operations, and have joined Acer or any of its domestic and overseas subsidiaries with direct or indirect holding shares for 50% or above for three months or longer before the subscription day, are entitled to subscribe the amount specified in Article five herein. Except as the special case approved by Chairman, the eligibility will be cancelled when employees leave his/her jobs (or leave on absence) before the subscriptions date.

Article 5: The Number of Shares to Transfer

The number of shares to which employees may subscribe will be decided and approved by Chairman of Board of Directors based on employees’ position, responsibility and contribution to the success of Acer, and so forth.

Article 6: Transfer Procedures

The transfer procedure of this share repurchase program is described as follows:

Acer share repurchase will be publicly announced, reported and executed within the implemented period subject to the Board of Directors’ resolution.
Acer Inc. Chairman is authorized under these Rules to adopt and announce employees’ subscription record date, the standards for numbers of shares to which employees may subscribe, transfer price, the period for payment or subscriptions etc.
Calculate the actual share subscription with payment received, and transfer the shares accordingly.

Article 7: Transfer Price

The transfer price will be determined by the average price of shares repurchased by the Acer. If the Company’s number of common shares increase, the transfer price will be adjusted accordingly.

Acer Incorporated 2013 General Shareholders’ Meeting Agenda

Article 8: Right and Obligation of Shares After Transfer

After the repurchased shares are being transferred and registered under employees’ names, unless otherwise specified, the rights and obligations associated with the shares are the same as the original associated with the common shares.

Article 9: Others

These Rules, and any amendments hereto, shall go into effect subject to the Board of Directors’ approval; and shall be reported to the Shareholder’s meeting.

Acer Incorporated 2013 General Shareholders’ Meeting Agenda

Attachment 5

Acer Incorporated (“Acer”) Rules on Transfer Repurchased Shares to Employees for Year 2012

2012.7.2 enacted

Article 1: Purpose

Article 2: Right and Restrictions on Repurchased Shares

Article 3: Transfer Period

The repurchased shares will be transferred to employees in one time or several times within three years from the date of share repurchase.

Article 4: Eligibility of Transferees

Article 5: The Number of Shares to Transfer

Article 6: Transfer Procedures

The transfer procedure of this share repurchase program is described as follows:

Acer share repurchase will be publicly announced, reported and executed within the implemented period subject to the Board of Directors’ resolution.
Acer Inc. Chairman is authorized under these Rules to adopt and announce employees’ subscription record date, the standards for numbers of shares to which employees may subscribe, transfer price, the period for payment or subscriptions etc.
Calculate the actual share subscription with payment received, and transfer the shares accordingly.

Article 7: Transfer Price

The transfer price will be determined by the average price of shares repurchased by the Acer. If the Company’s number of common shares increase, the transfer price will be adjusted accordingly.

Acer Incorporated 2013 General Shareholders’ Meeting Agenda

Article 8: Right and Obligation of Shares After Transfer

Article 9: Others

These Rules, and any amendments hereto, shall go into effect subject to the Board of Directors’ approval; and shall be reported to the Shareholder’s meeting.

Acer Incorporated 2013 General Shareholders’ Meeting Agenda

Attachment 6

Acer Incorporated Regulations Governing Procedure for Board of Directors Meetings

Enacted by Board of Directors on 29th December 2006 1st Amendment on 28th August 2008 2nd Amendment on 24th October, 2012

Article 1

In order to establish a sound governance system, to promote the integrity of the supervising function and to strengthen the management power of the Company, these “Regulations Governing Procedure for Board of Directors Meetings” (these Regulations) are executed to be followed by the Company.

Article 2

The main agenda items, operational procedures, required content of meeting minutes, public announcements, and other compliance requirements for Board meetings of the Company shall be handled in accordance with these Regulations.

Article 3

The Board of Directors shall meet at least quarterly. The reasons for calling a Board meeting shall be notified to each director and supervisor at least seven days in advance. In emergency circumstances, however, a Board meeting may be called on shorter notice. The notice of Board meeting in this Article may be sent via electronic means with respective Board member’s consent.

Article 4

A Board meeting shall be held at the location and during the business hours of the Company, or at a place and time convenient to all directors and suitable for holding such a meeting.

Article 5

The Board of Directors of the Company hereby appoints the “Secretary Office of the Board” (the “Secretary”) to be in charge of and handle the administrative affairs for the Board, including preparation of the Board meetings.
The Secretary shall prepare agenda items for the Board meetings and provide sufficient pre-meeting materials, to be sent together with the notice of the meeting.
The Secretary shall make appropriate and sufficient supplement at all time when requested by any one of the members of the Board with respect to any proposal, report, representation or other matters to be discussed by, reported to or presented before the Board meetings. By a resolution adopted by the Board, instituted by one member of the Board, for the cause of insufficiencies in the supporting documents and information pertaining to a proposal before the Board, the deliberation of such proposal may be deferred to the next Board meeting.

Article 6

Agenda items for Board meetings shall be in accordance with the applicable laws, regulations and the Company’s Articles of Incorporation; and agenda items for regular board of directors meetings shall include at least the following:

(1) Reports:
(i) Minutes of the last meeting and actions arising.

Acer Incorporated 2013 General Shareholders’ Meeting Agenda

(ii) Reporting on important financial and business matters.
(iii) Reporting on internal audit activities.
(iv) Other important matters to be reported.
(2) Discussions:
(i) Items discussed and continued from the last meeting.
(ii) Items for discussion at this meeting.
(3) Extraordinary motions.

Article 7

The Company shall submit the following items for discussion by the board of directors:
(1) Corporate business plan.
(2) Annual and semi-annual financial reports. However, half-year financial reports which are not required by law to be audited by accountants are excepted.
(3) Adoption or amendment of an internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
(4) Adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, and endorsements or guarantees for others.
(5) The offering, issuance, or private placement of any equity-type securities.
(6) The appointment or discharge of a financial, accounting, or internal audit officer.
(7) Donation to associated person or material donation to non-associated person; however, donations for charitable purposes in case of emergency arising from major natural disaster may be submitted for approval in the next Board meeting.
(8) Any matter required by Article 14-3 of the Securities and Exchange Act or any other law, regulation, or bylaw to be approved by resolution at a shareholders' meeting or board of directors meeting, or any such significant matter as may be prescribed by the competent authority.
The “associated person” in paragraph (7) of the previous paragraph refers to the associated person as defined in the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”. The material donation to non-associated person means donation on each account exceeding, or accumulated donation to one single person within one year exceeding, NT$100 million, or 1% of the net revenue or 5% of the paid-in capital in the latest audited financial reports.
The “one year” as set out in the previous paragraph means the one year period immediately preceding the date of the respective Board meeting; however, such one year period shall not apply to donation which has been approved by the Board.
The agenda items set out in the 1st paragraph shall be specified in the notice of the reasons for calling a Board meeting; none of them may be raised by an extraordinary motion except in the case of an emergency or legitimate reason.
Where there is an Independent Director appointed by the Company, the application of these Regulations shall be handled in accordance with the applicable laws and regulations when it is otherwise specified thereof; and each Independent Director shall attend in person any meeting concerning a matter that requires a resolution by the board of directors under Article 14-3 of the Securities and Exchange Act, or shall appoint another Independent Director to attend as his or her proxy. If an Independent Director objects to or expresses reservations about the matter, it shall be recorded in the board meeting minutes; an Independent Director intending to express objection or reservations but unable to attend the meeting in person shall, unless there is some legitimate reason to do otherwise, issue a written opinion in advance, which shall be recorded in the meeting minutes.

Acer Incorporated 2013 General Shareholders’ Meeting Agenda

Article 8

Apart from matters referred to in paragraph 1 of the preceding article, which are required to be submitted for discussion by the board of directors, when the board of directors delegates any exercise of its powers pursuant to laws or regulations or the company’s articles of incorporation, matters such as the level and substance of the delegation shall be concretely and specifically set out.

Article 9

When a Board meeting is held, an attendance book shall be made ready for signature by directors attending the meeting and materials related to the Board meetings shall be made available for reference by the Secretary.
All Board directors shall attend Board meetings in person; if attendance in person is not possible, they may, in a manner compliant with the Company’s Articles of Incorporation, appoint another director to attend in their place. Attendance via tele- or video-conference is deemed as attendance in person.
A director appointing another director to attend a Board meeting in his or her place shall in each case give to that director a written proxy stating the scope of authorization with respect to the reasons for meeting.
A proxy under the preceding two paragraphs may accept a proxy from one person only.

Article 10

The Board meetings shall be called and chaired by the Chairman of the Board. However, the first meeting of each newly elected Board of Directors shall be called and chaired by the director who received votes representing the largest portion of voting rights at the shareholders’ meeting in which the directors were elected; if there are two or more directors so entitled to call the meeting, they shall choose one person by and from among themselves to do so.
When the Chairman of the Board is on leave or for any reason is unable to exercise the powers of the Chairman, a director designated by the Chairman shall do so in place of the Chairman, or, if there is no designated director, by a director elected by and from among themselves.

Article 11

When holding a Board meeting, the Company may, as necessary for the agenda items of the meeting, notify the staff from subsidiary (ies) to attend the meeting as nonvoting participants. When necessary, the Company may also invite certificated public accounts, attorneys, or other professionals to attend as nonvoting participants and give explanations. However, such nonvoting participants shall leave the Board meeting during discussion and voting process of the Board.

Article 12

When the time of a meeting has arrived and one-half all Board directors are not present, the meeting Chairman may announce postponement of the meeting time, provided that only two postponements, in combined total of not more than one hour, may be made. If the quorum is still not met after two such delays, the Chairman shall re-call the meeting following the procedures provided in Article 3.
The term “all Board directors” as used in the preceding paragraph and in Article 17, paragraph 2, subparagraph (2) shall be calculated as the number of directors then in office.

Article 13

The proceedings of a Board meeting shall be conducted in a predetermined order of agenda items as stated in the meeting notice. However, the order may be changed with the approval of a majority of directors present at the meeting.
Before the predetermined agenda items under the preceding paragraph as well as extraordinary motions, the meeting Chairman may not declare the meeting closed unless with the approval of a majority of directors present at the meeting.

Acer Incorporated 2013 General Shareholders’ Meeting Agenda

If at any time during the proceeding of a Board meeting the directors sitting at the meeting are not more than half of the directors present at the meeting, then upon motion by the directors sitting at the meeting, the Chairman shall declare a suspension of meeting, in which case the preceding article shall apply mutatis mutandis.

Article 14

When the Chairman at a Board meeting is of the opinion that a matter has been sufficiently discussed to a degree of putting to a vote, the Chairman may announce the discussion closed and bring the matter to vote.
Each director shall have one vote. The method of voting on matters at Board meetings will be designated by the Chairman. However, if directors sitting at the meeting disagree the designated method of voting, the Chairman shall inquire directors sitting at the meeting and designates the method of voting according to the majority opinion:
(1) to vote by a show of hands or to vote by voting implements.
(2) to vote by roll-call.
(3) to vote by a ballot.
(4) to vote by any other method.
When a matter comes to a vote at a Board meeting, if upon inquiry by the Chairman no director voices an objection, the matter is deemed approved, as if it has been approved by vote.
When necessary, persons for supervising the casting of votes and the counting for resolutions shall be designated by the Chairman, provided, however, that the person supervises the casting of vote shall be a director. The result of resolution(s) shall be announced in the meeting and recorded in the meeting minutes.

Article 15

Except as otherwise stated in the applicable laws and regulations, a resolution on a matter at a Board meeting requires the approval of a majority of the directors present at the meeting that shall be attended by a majority of all directors.
When the same resolutions have other revised or substituted resolution, the Chairman shall combine the revised or substituted resolution with the original one and decide the order to vote. If one of them has been resolved, other resolutions are deemed to vote and they are no needed to vote again.

Article 16

If a Board director or the juristic person which he/she represents has a personal interest in an agenda item, such director shall explain its key content in the respective Board meeting; if such personal interest is likely to prejudice the interest of the Company, such director is prohibited from participating in discussion of or voting on the relevant agenda item, and further, shall recuse himself/herself by leaving the meeting during discussion and voting on that item and may not act as another director's proxy to exercise voting rights on that matter.
In passing a resolution at a Broad of Directors’ Meeting, where a Board director is prohibited by the preceding paragraph from exercising voting rights shall not be counted in the number of votes of directors present at the meeting.

Article 17

Minutes shall be prepared of the discussions at Board meetings; the meeting minutes shall record the following factually in accordance with the applicable laws and regulations:
(1) Session (or year), time, and place of meeting.
(2) Name of the meeting chair.
(3) Attendance of directors at the meeting, specifying the names and number of members present, excused, and absent.
(4) Names and titles of those attending the meeting as nonvoting participants.

Acer Incorporated 2013 General Shareholders’ Meeting Agenda

(5) Name of minutes taker.
(6) Matters reported on.
(7) Agenda items: specify the resolution method and result for each proposal, the summary of the comments made by directors, supervisors, experts, or any others at the meeting, and the name of, and explanation to the key content of the personal interest of, the director(s) with personal interest as provided in Article 16, paragraph 1 above, the reason for recusal or non-recusal of such director(s) and the execution thereof, and specify any objections or reservations expressed by directors, supervisors, experts, or any others at the meeting that has been included in records or stated in writing, and any opinion issued in writing by an independent director under Article 7, paragraph 3.
(8) Extraordinary motions: specify the name of the mover, the resolution method and result for each motion, the summary of the comments made by directors, supervisors, experts, or any others at the meeting, and the name of, and explanation to the key content of the personal interest of, the director(s) with personal interest as provided in Article 16, paragraph 1 above, the reason for recusal or non-recusal of such director(s) and the execution thereof, and specify any objections or reservations expressed by directors, supervisors, experts, or any others at the meeting that has been included in records or stated in writing.
(9) Other matters required to be recorded.
In the event that the Company appoints independent directors or establishes an audit committee, any of the following matters in relation to a resolution passed at a Board meeting shall be stated in the meeting minutes and within two days of the meeting be published on an information reporting website designated by the competent authority:
(1) Any matter about which an independent director expresses an objection or reservation that has been included in records or stated in writing.
(2) Any matter adopted with the approval of two-thirds or more of all Board directors without having been passed by the audit committee.
The attendance book forms a part of the minutes for each Board meeting and shall be preserved permanently.
The minutes of a Board meeting shall bear the signature or seal of both the meeting Chairman and the minutes taker; a copy of the minutes shall be distributed to each director and supervisor within 20 days after the meeting and well preserved as important company records during the existence of the Company.
The production and distribution of the meeting minutes may be done in electronic form.

Article 18

For the official record the Secretary shall take full record in either audio or video (with audio) formats of the entire proceedings, processes, and discussion of any and all Board meetings, and preserve and safe-keep such records, might be preserved in electronic forms, for at least five years.
If before the end of the preservation period referred to in the preceding paragraph a lawsuit arises with respect to a resolution of a Board meeting, the relevant audio or video recordings shall be preserved for a further period, in which case the preceding paragraph does not apply.
Where a Board meeting is held via tele- or video-conference, the audio or video recordings of the meeting form a part of the meeting minutes and shall be preserved permanently.

Article 19

The directors shall carry out fiduciary duty of loyalty as well as duty of due diligence; and shall, in compliance with the laws and the Incorporation, participate in the operations of the Board of Directors.

Article 20

These Regulations and amendments shall come into force after resolved by the Board of Directors.

Acer Incorporated 2013 General Shareholders’ Meeting Agenda

Attachment 7

Acer Incorporated

Rules Governing Issuance and Conversion of Second Domestic Unsecured Convertible Bonds (the “Rules”)

Note: This is the English translation of the Rules. In the event of any inconsistency between the English version and Chinese version, the Chinese version shall prevail.

1. Name of Bonds

Second Domestic Unsecured Convertible Bonds (the “Bonds”) of Acer Incorporated (the “Company”).

2. Date of Issuance

May 14, 2013 (“Issue Date”).

3. Total Amount of Issuance and Denomination

NT$6,000,000,000 in total, which shall be issued in denomination of NT$100,000 at 100% of the Bonds’ par value.

4. Term of the Bonds (the “Term”)

Three years from May 14, 2013 to May 14, 2016 (the “Maturity Date”).

5. Coupon Rate

The coupon rate for the Bonds is 0% per annum.

6. Redemption

All Bonds shall be redeemed in cash on the Maturity Date at the face value thereof, unless otherwise converted in accordance with Clause 10 of the Rules by the holders of the Bonds (the “Bondholders”, and each, a “Bondholder”) into the common shares of the Company, early redeemed in accordance with Clause 18 of the Rules by the Company, or repurchased from securities firms and cancelled by the Company prior to the Maturity Date.

7. Guarantee

The Bonds are unsecured securities; provided, however, that the Company subsequently issues or privately placed secured securities with share option or secured convertible bonds after the Issue Date (“Subsequent Secured Securities”), the Bonds shall be entitled to the guarantee or collateral of the same priority equivalent to that of the Subsequent Secured Securities.

8. Conversion Target

Common shares of the Company. The Company will fulfill its obligation of conversion by way of issuance of new shares.

Acer Incorporated 2013 General Shareholders’ Meeting Agenda

9. Conversion Period

Bondholders may request the Company to convert the Bonds into the common shares of the Company at any time during the period from one month after the Issue Date (i.e., June 15, 2013) to ten days before the Maturity Date (i.e., May 4, 2016) in accordance with Articles 10, 11 and 15 of the Rules, except for (1) the close period for registration of share transfer in accordance with laws; (2) the period from the 15th trading day prior to the first day of any close period (i.e. the period when shareholder roster of Acer is closed) for determination of shareholders entitled to receive stock or cash dividends or subscription of new shares by cash to the record date for the distribution or allocation of the relevant dividends or rights; and (3) the period starting from the record date for capital decrease to one day prior to the trading day of the shares reissued after the capital decrease.

10. Conversion Procedures

(1) Bondholders shall fill “Application Form for Conversion, Redemption and Repurchase” at his/her/its trading agent (specifying conversion), and the trading agent shall submit the application to Taiwan Depository & Clearing Corporation (“TDCC”). TDCC shall then deliver the application to the Company’s Stock Affairs Office after receiving the said application, and the conversion shall take effect upon receipt thereof by the Company. The application, once delivered, shall be irrevocable, and the conversion procedures shall be completed within five working days after receipt, after which the common shares of the Company shall be directly transferred to the Bondholders’ account at TDCC.
(2) Where foreign overseas Chinese or foreign nationals apply for conversion of Bonds into common shares of the Company, the common shares of the Company to be transferred shall be made by TDCC through its bookentry system.

11. Conversion Price and Adjustment

(1) Determination of Conversion Price

The conversion price of the Bonds shall be determined on May 6, 2013 (the “Pricing Date”), which shall be in the range of 101%~ 110% of the simple arithmetic average of the closing prices of the Company’s common share traded on the Taiwan Stock Exchange (“TSE”) for any one of one, three or five business day(s) prior to the Pricing Date (to be rounded off to the nearest cent). In the event that there is entitlement to any right or dividend before the Pricing Date, the closing price to calculate the conversion price shall be the ex-right price or the ex-dividend price. If there is entitlement to any right or dividend after the conversion price is determined but before the Issue Date, the conversion price shall be adjusted according to the adjustment formula. The conversion price is tentatively set at NT$ 25.72 per share in light of the above principle.

(2) Adjustment of Conversion Price
i. After the issuance of the Bonds, except for issuance (or private placement) of common shares pursuant to any warrants, convertible securities or employee bonuses, upon the occurrence of any event which will cause the issued shares (including the shares issued by way of private placement) of the Company to increase (including but not limited to, capital increase by cash by way of issuance or private placement of shares, recapitalization of retained earnings or capital surplus, issuing shares as consideration for a merger or in exchange for shares of other company, stock splits, and capital increase by cash for sponsoring issue of overseas depositary receipts), the conversion price shall be adjusted downward (not upward) in accordance with the formula below. The calculation of the conversion price shall be rounded off to the nearest cent, and application shall be made to the GreTai Securities Market (“GreTai”) for the adjustment on the record date (or upon the full payment of the amount if payment is in process, as the case may be) for determining the shareholders who are entitle to subscribe for the new shares (Note 1).

In the event of capital increase by cash, if the original offering price of new shares is changed after the record date for ex-right of the new shares, the adjusted conversion price shall be recalculated based on the new offering price. If the recalculated adjusted conversion price is lower than the adjusted conversion price calculated based on the original offering price, the Company shall apply to GreTai for change of the adjusted conversion price.

CPBA NOS PPS NNS × + × CPAA = (Note 1) (Note 3) (Note 2)

NOS+NNS

Acer Incorporated 2013 General Shareholders’ Meeting Agenda

CPAA: Conversion Price after Adjustment

CPBA: Conversion Price before Adjustment

NOS: Number of Outstanding Shares before New Issue

PPS: Price per Share Paid

NNS: Number of New Shares

Note 1: In the event of stock split, then the adjustment shall become effective on the record date of the stock split; in the event of merger or share exchange, the adjustment shall become effective on the record date of the merger or share exchange; in the event of private placement for cash, the adjustment shall become effective on the delivery date; in the event of the capital increase by cash or capital increase by cash for sponsoring issue of overseas DRs by way of book-building, because there will be no record date for ex-right, the adjustment will become effective on the issue date of the new shares or overseas DRs, as the case may be.
Note 2: NOS means the number of total issued common shares (including the common shares issued by way of private placement), minus the number of treasury shares which have been repurchased by the Company but have not been cancelled or transferred. Number of New Shares (NNS) shall include the shares issued by the private placement.
Note 3: In the event of distribution of stock dividends or stock splits, PPS shall be zero. In the event of issue of new shares pursuant to a merger, PPS shall be the net value per share calculated based on the latest audited or reviewed financial statements prior to the record date of merger or share exchange, as the case may be, times share exchange ratio.
ii. If, after the Issue Date, the Company’s cash dividend declared per common share exceeds 1.5% of the then price per share, such ratio shall be applied to the adjustment of the conversion price on the record date for ex-dividend. The conversion price shall be adjusted downward, not upward, in accordance with following formula, and the calculation of the conversion price shall be rounded off to the nearest cent and the Company shall apply to the GreTai for announcement of the adjusted conversion price. The adjustment of conversion price in this sub-paragraph does not apply to the conversion which is requested before the record date for ex-dividend (exclusive).

Adjusted Conversion Price =

Conversion Price before Adjustment × (1—ratio of dividend and then price per share (Note))

Note: The then price per share shall be the closing price on the pricing date or the simple arithmetic average of the closing prices of the Company’s common share traded on the TSE for any one of one, three or five business day(s) prior to the pricing date, such pricing date being the closing date of the announcement of the determination of shareholders entitled to receive cash dividends.
iii. After issuance of the Bonds, if the Company issues or privately placed securities convertible into common shares or granting the holders of such securities warrants to subscribe or purchase common shares and where the conversion or subscription price is less than the then market value per common share (Note 1), the conversion price shall be adjusted downward, not upward, in accordance with following formula. The calculation of the conversion price shall be rounded off to the nearest cent and the Company shall apply to the GreTai for announcement of the adjusted conversion price, and the adjustment shall become effective on the record date for issuance of securities or warrants or the delivery of the privately placed securities:

Conversion Price after Adjustment =

PBA ×	NOS +	CPNI × NNSC
		CPBA
		NOS +NNSC

CPBA: Conversion Price before Adjustment NOS: Number of outstanding shares before issuance (Note 2)

Acer Incorporated 2013 General Shareholders’ Meeting Agenda

CPNI: Conversion price or subscription price of the convertible securities or warrants mentioned above

NNSC: Number of new shares to be converted, subscribed or purchased from the convertible securities or warrants mentioned above
Note 1: The then market value per common share shall be the closing price on the pricing date or the simple arithmetic average of the closing prices of the Company’s common share traded on the TSE for any one of one, three or five business day(s) prior to the pricing date, such pricing date being either the pricing date of the publicly issued convertible securities or warrants, or that upon the delivery of the privately-placed securities.
Note 2: Number of outstanding shares before issuance means the number of total issued common shares (including the common shares issued by way of private placement), minus the number of treasury shares which have been repurchased by the Company but have not been cancelled or transferred. Number of New Shares shall include the shares issued by the private placement.
Note 3: In the event that treasury shares are served as the underlying shares for the publicly issued or privately placed convertible securities or warrants mentioned above, number of new shares to be converted or subscribed from such securities or warrants should be deducted from the NOS.
iv. After issuance of the Bonds, upon the occurrence of capital reduction (except for capital reduction for cancellation of treasury shares) which will cause the number of common shares of the Company to decrease, the conversion price shall be adjusted in accordance with following formula and take effect on the record date for capital reduction, and the Company shall apply to GreTai for announcement of the adjusted conversion price:

Adjusted Conversion Price =

Then Conversion Price × Number of issued shares before capital reduction (Note)

Number of issued shares after capital reduction

Note: Number of issued shares shall include the new shares issued by way of private placement, minus the number of treasury shares which have been repurchased by the Company but have not been cancelled or transferred.

12. Listing and De-listing of Bonds

The application for the listing of the Bonds shall be filed with GreTai before the Issue Date, and the Bonds shall be de-listed after all Bonds are either converted into the common shares of the Company, or redeemed or repurchased by the Company

13. Listing of New Shares after Conversion

The common shares of the Company converted from the Bonds shall be listed and traded on the TSE from the day of delivery thereof. The above information shall be announced by the Company after consent is obtained from TSE.

14. Capitalization Amendment Registration

The Company shall, within 15 days after each quarter, announce the number of shares delivered as a result of the conversion of the Bonds in the preceding quarter, and shall submit an application for capitalization amendment registration to the competent authority for company registration every quarter.

Acer Incorporated 2013 General Shareholders’ Meeting Agenda

15. Mechanism for Handling Fractional Shares

In the event of the fractional shares as a result of the conversion of the Bonds, the Company shall repurchase such fractional shares in cash, less handling fees charged by TDCC (the amount of which shall be rounded off to the nearest dollar).

16. Rights and Obligations after Conversion

The rights and obligations of the Bondholders after the Bonds are converted shall be identical to those of the holders of the Company’s common shares.

17. Cash Dividend and Stock Dividend

(1) Cash Dividend

i. If a Bondholder applies to covert the Bonds into common shares during the period from January 1 to the fifteenth trading day (exclusive) in each year prior to the record date for determination of shareholders entitled to receive cash dividends at the request by the Company to GreTai, the converting Bondholder shall be entitled to the cash dividend approved by the shareholders’ meeting for the previous year.
ii. No conversion of the Bonds shall take place during the period from the fifteenth trading day (inclusive) of the relevant year prior to the record date for determination of shareholders entitled to receive cash dividends at the request by the Company to GreTai to the record date for ex-dividend (inclusive).
iii. If a Bondholder applies to convert the Bonds into common shares during the period from the day immediately after the record date for ex-dividend to December 31 in each year, the converting Bondholder shall only be entitled to the cash dividend approved by the shareholders’ meeting in the next year.

(2) Stock Dividend

i. If a Bondholder applies to covert the Bonds into common shares during the period from January 1 to the fifteenth trading day (exclusive) in each year prior to the record date for determination of shareholders entitled to receive stock dividends at the request by the Company to GreTai, the converting Bondholder shall be entitled to the stock dividend approved by the shareholders’ meeting for the previous year.
ii. No conversion of the Bonds shall take place during the period from the fifteenth trading day (inclusive) of the relevant year prior to the record date for determination of shareholders entitled to receive stock dividends at the request by the Company to GreTai to the record date for ex-right (inclusive).
iii. If a Bondholder applies to convert the Bonds into common shares during the period from the day immediately after the record date for ex-right to December 31 in each year, the converting Bondholder shall only be entitled to the stock dividend approved by the shareholders’ meeting in the next year.

18. The Company’s Right of Early Redemption

(1) During the period from one month after the Issue Date (i.e., June 15, 2013) to forty days before the Maturity Date (i.e., April 4, 2016), where the closing price of the Company’s common shares traded on the TSE for consecutive thirty trading days exceeds 130% of then conversion price of the Bonds, the Company may within thirty trading days thereafter issue a “Notification of Redemption of Bonds” with one-month effective period to the Bondholders (based on the names of bondholders registered in the roster of bondholders at the fifth trading day prior to the issue date thereof. For investors who hold the Bonds after the said trading day based on trading or other reasons, the public announcement will be made in lieu of notification) by a registered mail. The aforementioned one-month period begins from the Company’s issue date of the notification and the expiry date thereof shall be deemed as the record date of redemption of the Bonds. The Company shall apply to the GreTai for announcement of the same and redeem the Bonds held by such Bondholders at its face value by cash at the fifth trading day after the record date of redemption of the Bonds. The record date of redemption of the Bonds shall not fall within the close period of conversion of the Bonds.
(2) During the period from one month after the Issue Date (i.e., June 15, 2013) to forty days before the Maturity Date (i.e., April 4, 2016), where the balance of the Bonds is below 10% of the original total amount of issuance, the Company may issue a “Notification of Redemption of Bonds” with one-month effective period to the Bondholders (based on the names of bondholders registered in the roster of bondholders at the fifth

Acer Incorporated 2013 General Shareholders’ Meeting Agenda

trading day prior to the issue date thereof. For investors who hold the Bonds after the said trading day based on trading or other reasons, the public announcement will be made in lieu of notification) by a registered mail. The aforementioned one-month period begins from the Company’s issue date of the notification and the expiry date thereof shall be deemed as the record date of redemption of the Bonds. The Company shall apply to the GreTai for announcement of the same and redeem the Bonds held by such Bondholders at its face value by cash at the fifth trading day after the record date of redemption of the Bonds. The record date of redemption of the Bonds shall not fall within the close period of conversion of the Bonds.

(3) If the Bondholders do not reply in writing to the Company’s Stock Affairs Office (the reply takes effect upon the Company’s receipt thereof; the postmark date serves as a proof if post is adopted) prior to the record date of redemption of the Bonds specified in“Notification of Redemption of Bonds”, the Company may convert the Bonds held by such Bondholders to the Company’s common shares at then conversion price and the expiry date thereof is deemed as the record date of conversion.
All Bonds that are redeemed (including those repurchased from the securities firms by the Company), repaid or converted shall be cancelled, and shall not be sold or reissued, and the option to convert attached thereto shall also be revoked.
The Bonds and the common shares converted therefrom are in registered form, and the transfer, registration, pledge and loss thereof shall be governed by “Regulations Governing the Administration of Shareholder Services of Public Companies” and the Company Act. In addition, all tax matters arising therefrom shall be governed by relevant tax laws and regulations then in effect.
Fubon Bank shall act as the trustee of the Bondholders, and shall exercise all Bondholders’ rights and supervise the Company in its performance of obligations on behalf of the Bondholders in connection with the issuance of the Bonds. Bondholders shall consent to the contractual relations and terms between Bondholders and the trustee, rights and obligations of the trustee and the Rules, and shall give trustee the authority to act on Bondholders’ behalf, whether Bondholders subscribe for the Bonds at the time of issuance or during the Term. The above authority shall be irrevocable during the Term. Bondholders may inspect the trustee agreement at the Company’s or the trustee’s offices at any time during office hours.
The stock agent of the Company shall arrange the payment of capital and interest and the conversion of the Bonds.
Pursuant to Article 8 of the Securities and Exchange Act, no physical securities shall be printed for the issuance of the Bonds.
Relevant laws and regulations shall apply to any issues relating to the issuance and conversion of the Bonds not set out in the Rules.

Acer Incorporated 2013 General Shareholders’ Meeting Agenda

Attachment 8

Shares Held by Directors and Supervisors as of April 21, 2013

Directors

Name of Director	Legal Representative	Number of Shares
J.T. Wang		15,142,159
Stan Shih		74,733,499
Hsin-I Lin		0
Hung Rouan Investment Corp.		67,799,202
Smart Capital Corp.	Philip Peng	11,260
F.C. Tseng		0
Julian Michael Horn-Smith		0
TOTAL		157,686,120

Supervisors

Supervisors
Name of Supervisor	Legal Representative	Number of Shares
George Huang		6,261,844
Carolyn Yeh		17,634,157
TOTAL		23,896,001

The current number of issued shares in the Company is 2,834,726,828 shares. The Company’s directors shall hold at least 68,033,443 shares and the Company’s supervisors shall hold at least of 6,803,344 shares to comply with the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies”.

Acer Incorporated 2013 General Shareholders’ Meeting Agenda

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Printed on eco-friendly paper with soy ink.

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ACER — AGM Information 2013

10414_rns_2013-07-18_8a68d822-f208-4ae9-a9dc-7197bbe1f7ae.pdf

Disclaimer

ACER INCORPORATED (THE "COMPANY") Regulations For The Conduct Of Shareholders’ Meetings

INDEX

A. TABLE OF MEETING PROCEDURES

1. Meeting Begins

4. Special Motion

5. Meeting Adjourned

B. MEETING AGENDA

1. Report Items

2. Proposed Resolutions

3. Special Motion

4. Meeting Adjourned

C. Report Items

2. To Report the Shares Buy-back

Comparison Table of “Regulations Governing Procedure for Board of Directors Meetings”

D. Proposed Resolutions

ITEM 1

ITEM 2

Acer Incorporated 2012 Statement of Deficit Compensated

ITEM 3

Comparison Table of Acer’s Articles of Incorporation Before and After Revision

F. Special Motion

G. Meeting Adjourned

Attachment 1

Business Report to Shareholders

Attachment 2

Independent auditors’ Report

KPMG

ACER INCORPORATED

Non-Consolidated Statements of Operations

For the years ended December 31, 2012 and 2011 (Expressed in thousands of New Taiwan dollars, except earnings per share data)

ACER INCORPORATED

Non-Consolidated Statements of Cash Flows

Attachment 3

Articles of Incorporation of Acer Incorporated

Chapter I – General Provisions

Article 1

Article 2

Article 3

Article 4

Article 5

Chapter II – Capital Stock

Article 6

Article 6-1

Article 7

Article 8

Chapter III – Shareholders’ Meetings

Article 9

Article 10

Article 11

Chapter IV – Directors and Supervisors

Article 12

Article 13

Article 14

Article 15

Article 16

Article 16-1

Chapter V – Managers

Article 17

Chapter VI – Accounting

Article 18

Article 19

Article 20

Chapter VII – Supplementary Provisions

Article 21

Article 22

Attachment 4

Acer Incorporated (“Acer”) Rules on Transfer Repurchased Shares to Employees for Year 2011

2011.9.21 revised

Article 1: Purpose

Article 2: Right and Restrictions on Repurchased Shares

Article 3: Transfer Period

Article 4: Eligibility of Transferees

Article 5: The Number of Shares to Transfer

Article 6: Transfer Procedures

Article 7: Transfer Price

Article 8: Right and Obligation of Shares After Transfer

ACER AGM Information 2013