ACER — AGM Information 2013

Jul 18, 2013

MINUTES OF 2013 ANNUAL SHAREHOLDERS' MEETING OF ACER INCORPORATED (Translation**)

Time and Date of Meeting : 9:00 a.m., June 19, 2013

Place of Meeting : 6F, No.17, Sec. 1, Ren Ai Rd., Taipei, Taiwan, R.O.C. (The auditorium in the Taipei Youth Activity Center)

Total outstanding shares of ACER (excluding the shares without voting right as stipulated in Article 179 of the Company Law) : 2,746,698,434 shares

Total shares represented by shareholders present in person or proxy : 1,845,462,419 shares

Percentage of shares held by shareholders present in person or proxy : 67.19%

Chairman : J.T. Wang

Recorder : Eva Ho

The aggregate shareholding of the shareholders present in person or proxy constituted a quorum. The Chairman called the meeting to order.

Chairman’s Address : (Omitted)

A. Report Items :

• (1) To Report the Business of 2012: (See Attachment)

• (2) To Report the Shares Buy-back: (Omitted)

• (3) To Report the Amendments of Regulations Governing Procedure for Board of Directors Meetings: (Omitted)

• (4) To Report the Impairment of Non-Financial Assets: (Omitted)

• (5) To Report the Impact Amounts of Retained Earnings, Net Worth and Special Reserve from First-Time Adoption of IFRS: (Omitted)

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

• (7) Supervisors’s Review Report: (Omitted)

B. Prosed 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 the attachment)

• (2) Please discuss

Voting Results: The number of shares represented by the shareholders present at the time of voting was 1,845,462,419, and 1,539,491,144 votes (electronic voting: 377,997,109 votes) were cast for the proposal, which was 83.42% of the votes represented by the shareholder present.

RESOLVED, that the 2012 Business Report and Financial Statements be and hereby were accepted as submitted.

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

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

Voting Results: The number of shares represented by the shareholders present at the time of voting was 1,845,462,419, and 1,539,391,329 votes (electronic voting: 377,899,794 votes) were cast for the proposal, which was 83.41% of the votes represented by the shareholder present.

RESOLVED, that the above proposal be and hereby was approved a proposed.

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

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Independent auditors’ Report

The Board of Directors Acer Incorporated:

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

We conducted ouraudits in accordance with the “Regulations Governing Auditing and Certification of Financial State-ments by Certified Public Accountants” and auditing standards generallyaccepted 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 ofmaterial 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 bymanagement, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Voting Results: The number of shares represented by the shareholders present at the time of voting was 1,845,462,419, and 1,539,473,748 votes (electronic voting: 377,985,213 votes) were cast for the proposal, which was 83.42% of the votes represented by the shareholder present.

In ouropinion, the non-consolidated financial statements referred to in the first paragraph present fairly, in all mate-rial respects, the financial position of Acer Incorporated as of December 31, 2012 and 2011, and the results ofits op-erations and its cash flows for the years then ended, in conformitywith the accounting principles generallyaccepted in the Republic of China.

RESOLVED, that the above proposal be and hereby was approved a proposed.

• C : Special Motion : None.

We have also audited the consolidated financial statements of AcerIncorporated and subsidiaries as ofand for the years ended December 31, 2012 and 2011, prepared bythe Company, and expressed unqualified opinions for2012 and 2011 consolidated financial statements.

D : Meeting Adjourned : 11: 25 a.m.

**In case of any discrepancy between the English and Chinese version of those minutes of 2013 Annual General Shareholders’ Meeting of Acer, the Chinese version shall prevail.

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.

Note: This document is extracted from the meeting, the details subject to the audio and video recording.

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