ACER — AGM Information 2016

Jul 12, 2016

Acer Inc.

Agenda of 2016 General Shareholders’ Meeting ( Translation )

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Held on June 24, 2016 www.acer-group.com

Place of the Meeting: Farglory International Convention Center (4F., No. 99, Section 1, Xizhi Dist., New Taipei City)

Disclaimer

This is a translation of the 2016 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 Agenda of 1 2016 General Shareholders’ Meeting

ACER INCORPORATED (THE “COMPANY”) Regulations for the Conduct of Shareholders’ Meetings

1. These Regulations shall govern the conduct of Shareholders’ Meetings of the Company.

2. 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.

3. 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.

4. 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.

5. 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.

6. The Company may designate legal attorneys, certified-public-accountants, and management officers to attend the meetings.

7. 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.

8. 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.

9. 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.

10. 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,

Acer Incorporated Agenda of 2016 General Shareholders’ Meeting

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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.

1. Unless otherwise approved by the person presiding over the meeting, each shareholder may make oral statements 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. In the event of force majeure, the person presiding over the meeting may suspend a meeting and may announce at a later 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.

10. The applicable Company Law, its relevant regulations, and the Company’s Articles of Incorporation shall govern any matter not provided herein.

11. These Regulations, and any amendments thereto, shall become effective upon approval by the shareholders.

12. 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 Agenda of

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2016 General Shareholders’ Meeting

INDEX

INDEX
A. Meeting Procedure	5
B. Meeting Agenda	6
1. Proposed Resolutions (A)	7
2. Report Items	7
3. Proposed Resolutions (B)	8
3. Extemporary Motion	12
C. Attachment	13
1. Comparison Table of Acer’s Articles of Incorporation Before and After Revision	13
2. Business Report to Shareholders	15
3. Execution of Sound Business Plan	16
4. Audit Committee’s Review Report	17
5. Execution of 2015 Employees' Compensation and Board Directors' Remuneration	18
6. Financial Statements for Year 2015	19
D. Appendix	33
1. Articles of Incorporation of Acer Incorporated (Before Amendments)	33
2. 2014 Original Plan of the Utilization of the Capital Increase	39
3. 2014 Revised Plan of the Utilization of the Capital Increase	40
4. 2014 Capital Increase Plan	41
5. Comment from Original Underwriter for 2014 Capital Increase Plan	43
6. Impact of Stock Dividend Issuance on the Company’s Business Performance,	45
Earnings per Share and Return on Shareholders’ Investment
7. Shareholdings of All Directors	46

Acer Incorporated Agenda of 2016 General Shareholders’ Meeting

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A. Meeting Procedure

• Call the Meeting to Order

• Proposed Resolutions (A)

• Report Items

• Proposed Resolutions (B)

• Extemporary Motion

• Meeting Adjourned

Acer Incorporated Agenda of 5 2016 General Shareholders’ Meeting

B. Meeting Agenda

Time: 9:00 a.m., Friday, June 24, 2016

Place: Farglory International Convention Center

(4F., No. 99, Section 1, Xizhi Dist., New Taipei City, Taiwan)

1. Proposed Resolutions (A)

(1) To Approve Amendments to the Company’s Articles of Incorporation

2. Report Items

• (1) To Report the Business of 2015

• (2) To Report the Execution of Sound Business Plan

• (3) Audit Committee’s Riview Report

• (4) To Report the Execution of 2015 Employees’ Compensation and Board Directors’ Remuneration

3. Proposed Resolutions (B)

• (2) To Accept 2015 Financial Statements and Business Report

• (3) To Approve the Proposal for Distribution of 2015 Retained Earnings

• (4) To Approve the Proposal of Cash Distribution from the Capital Surplus

• (5) To Accept the Modification of the 2014 Utilization Plan of Funds Obtained Through the Sale of New Stocks

4. Extemporary Motion

5. Meeting Adjourned

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1. Proposed Resolutions (A)

Item 1

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

Explanatory Notes:

• (1) Due to the amendment of Article 235, 235-1 and 240 of Company Act made on May 20, 2015, instead of calculating by “profit after taxes” and distributed from retained earnings, a company shall, after deducting the cumulative losses (if any), calculate employee and Director remuneration from “profit before taxes” by applying the ratio prescribed in the Articles of Incorporation. Therefore, it is now proposed to modify employee and Director’s remuneration ratio by amending Article 16-1, 20~ 22 of Article of Incorporation. Please refer to Attachment 1, pages 13 to 14, for the comparison table.

• (2) Please discuss.

Resolution:

2. Report Items

• (1) To Report the Business of 2015

Explanatory Notes: Please refer to Attachment 2, page 15.

• (2) To Report the Execution of Sound Business Plan

Explanatory Notes:

• I. In accordance with the Certificated No. 1030039103 issued by Financial Supervisory Commission, R.O.C. (Taiwan) on October 21, 2014, hereby to report the execution status of sound business plan for cash injection of issuing a total number of 300,000 thousand shares. Please refer to the Attachment 3, page 16.

• II. The application and purpose of the utilization plan aforesaid had been achieved as of December 31, 2015.

• (3) Audit Committee’s Review Report

Explanatory Notes: Please refer to Attachment 4, page 17.

• (4) To Report the Execution of 2015 Employees’ Compensation and Board Directors’ Remuneration

Explanatory Notes: Please refer to Attachment 5, page 18.

Acer Incorporated Agenda of 7

2016 General Shareholders’ Meeting

3. Proposed Resolutions (B)

Item 2

Proposal: To Accept 2015 Financial Statements and Business Report. (Proposed by the Board of Directors)

Explanatory Notes:

• (1) Acer’s 2015 Financial Statements, including the Balance Sheets, Statements of Comprehensive Income, Statements of Changes in Equity and Statements of Cash Flow have been audited by independent auditors, Tzu-Chieh Tang and Wei-Ming Shih of KPMG.

• (2) The 2015 Business Report and the aforementioned financial statements are attached as Attachment 2, page 15 and Attachment 6, pages 19 to 32, which have been approved by the Audit Committee and resolved by the Board of Directors with resolution and are hereby submitted for acceptance.

• (3) Please discuss.

Resolution:

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Item 3

Proposal: To Approve the Proposal for Distribution of 2015 Retained Earnings. (Proposed by the Board of Directors)

Explanatory Notes:

• (1) The beginning balance of the un-appropriated retained earnings of the Company is NT$0 in 2015. After plus the net income after tax for 2015, NT$603,680,268 and deduct retained earnings of NT$83,445,509 which is caused by the retirement of treasury stock and the restatement of IFRS version update, the total accumulative retained earnings available for appropriation is NT$520,234,759.

• (2) In compliance with the Company Act, to appropriate the annual retained earnings, it is required to set aside NT$52,023,476 as legal reserve and NT$468,211,283 as special reserve, the ending balance of the un-appropriated retained earnings is NT$0.

• (3) It is proposed not to pay dividends.

• (4) Please discuss.

Acer Incorporated 2015 Statement of Distribution of Retained Earnings

Beginning Balance of Un-appropriated Retained Earnings Add : 2015 Net Income after Tax Deduct: retained earnings caused by the retirement of treasury stock and the restatement of IFRS version update Accumulative Retained Earnings Available for Appropriation in 2015 Items of appropriation: Deduct: Legal Reserve Deduct: Special Reserve Ending Balance of Un-appropriated Retained Earnings	Unit : NT$ 0 603,680,268 (83,445,509)
	520,234,759 (52,023,476) (468,211,283)
	0

Resolution:

Acer Incorporated Agenda of 9

2016 General Shareholders’ Meeting

Item 4

Proposal: To Approve the Proposal of Cash Distribution from the Capital Surplus. (Proposed by the Board of Directors)

Explanatory Notes:

• (1) In accordance with Article 241 of the Company Act, it is proposed a cash distribution of 1,540,501,414 from the capital surplus derived from any common stock issued at a premium by the Company. The cash will be distributed to the shareholders whose names and respective shares are in the shareholders’ register on the record date for ex-dividend, at a ratio of NT$ 0.5 per share (Rounded down to full NT dollar and the fractional amounts will be aggregately recognized as the Company’s other income).

• (2) Should the cash distribution be adjusted due to the amendment of laws or regulations, a request by competent authorities, or any change of the numbers of outstanding share, subject to the approved distribution, it is proposed the General Shareholders’ Meeting to authorize the Board of Directors with full power to adjust the distribution ratio.

• (3) Subject to this cash distribution approved by the General Shareholders’ Meeting, it is proposed the General Shareholders’ Meeting to authorize the Board of Directors with full power to determine the record date for the cash distribution from capital surplus.

• (4) Please discuss.

Resolution:

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Item 5

Proposal: To Accept the Modification of the 2014 Utilization Plan of Funds Obtained Through the Sale of New Stocks. (Proposed by the Board of Directors)

Explanatory Notes:

• (1) This 2014 capital increase had been approved by the Financial Supervisory Commission on October 21, 2014 (#1030039103). The original version of the utilization plan of funds and the estimated effects are shown in Appendix 2, page 39.

• (2) The original version of the utilization plan is as follows:

			In thousands of New Taiwan Dollars	In thousands of New Taiwan Dollars	In thousands of New Taiwan Dollars	In thousands of New Taiwan Dollars
Purpose	Estimated		Utilization plan
	Utilization	Required Amount	Y2015
	Date		Quarter 1	Quarter 2	Quarter 3	Quarter 4
Pay of bank loan	Q4, 2014	3,600,000	--	1,800,000	--	1,800,000
Redemption repayment from the put option executed by the ECB holders	Q3, 2015	3,515,899	--	--	3,515,899	--
Summary	—	7,115,899	--	1,800,000	3,515,899	1,800,000

• (3) Reasons of modifications of the utilization plan:

Redemption repayment from the put option executed by the ECB holders in the original plan was implemented in Q2 2015. Due to the costs is lower than the redemption repayment from the put option, the Company had been continually purchasing back and cancelling the convertible bond from the market. The current amount of the convertible bond has been lessened from USD103,800,000 to USD13, 400,000. Therefore, as of the expiration date of the options (July 27, 2015), only NT $ 459,815,000 of the convertible bonds had been sold back by the bondholders, and NT $ 1,340,185,000 of the increased capital remain unspent. For the effective use of the funds, it is proposed to change the purpose of the funds from “redemption repayment from the put option executed by the ECB holders” to “strengthen operating capital”, which will be able to effectively save interest of short-term bank financing expenditure and reduce financial burden.

• (4) Impact on shareholders’ interest: As a response to changes in the financial planning, the Company reserves to maintain a stable banking facilities and working capital. The proposed modification will increase flexibility and scheduling the use of funds and to improve the financial structure in the long run, there is no significant negative impact on shareholders’ interest.

• (5) For the proposed utilization plan of funds and the estimated effects, please see Appendix 3, page 40.

• (6) Other information regarding the modifications of the plan, please see Appendix 4, pages41 to 42.

• (7) For the evaluation by the lead securities underwriter, please see Appendix 5, pages 43 to 44.

• (8) The modification not only shall be announced to the public in accordance with relevant regulations, but also has been approved by the Board of Directors on August 6, 2015.

• (9) Please discuss.

Resolution:

Acer Incorporated Agenda of 11 2016 General Shareholders’ Meeting

4. Extemporary Motion

5. Meeting Adjourned

Acer Incorporated Agenda of 2016 General Shareholders’ Meeting

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C. Attachment

Attachment 1

Acer Incorporated Articles of Incorporation

(Before and After Revision Chart)

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Before Revision After Revision Rationale
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Before Revision	After Revision	After Revision	Rationale
Article 16-1 The Board of Directors is authorized to determine the compensation recommended by the Remu- neration Committee for the directors, 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 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, 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~~ ~~remuneration of directors shall be distributed in~~ ~~accordance with Article 20 of these Articles of~~ ~~Incorporation.~~ ~~W~~here there is profit in each fiscal year, after covering the accumulated losses, not more than one percent (1%) of the profit shall be distributed as remuneration of directors; the standard for distribution of remuneration will be recommended by Remuneration Committee and determined by the Board of Directors.	Amendment of Article 235, 235-1 and 240 of Company Act.
(N/A)		Article 20 Where there is profit at the end of each fiscal year, after covering the accumulated losses, at least 5% of the profit shall be distributed as employees’ compensation. The employees’compensation in the previous section shall be distributed, in the form of either cash or stock bonus, by resolution approved by a majority voting attended by two-thirds of the directors of the Company. Qualification requirements of the employees who are entitled to receive the employees’compensation may be specified by the Board of Directors.	Amendment of Article 235, 235-1 and 240 of Company Act regarding employees’ compensation.

Acer Incorporated Agenda of 13

2016 General Shareholders’ Meeting

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Before Revision After Revision Rationale
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Before Revision	After Revision	After Revision	Rationale
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. There- after, 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 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 cri- teria. The criteria shall be formulated by the board of directors; 2. Not more than one percent (1%) for remuner- ation of directors, the standard for distribution of remuneration will be recommended by Remuner- ation 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 bo- nuses. Except distribution of reserve in accordance with competent laws and regulations, the Compa- ny 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~~ ~~2~~1 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. There- after, 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, 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 bo- nuses. Except distribution of reserve in accordance with competent laws and regulations, the Compa- ny shall not pay dividends or bonuses when there is no proft. ~~Above distribution ratio may be adjusted upon the~~ ~~consent of shareholders meeting.~~	Amendment of Article 235, 235-1 and 240 of Company Act.
Article 21 The Company Law and related regulations shall govern any matter not provided in the Articles of Incorporation.		Article~~21~~ ~~2~~2 The Company Law and related regulations shall govern any matter not provided in the Articles of Incorporation.	Adjusting arti- cle numbering
Article 22 (omitted)		Article~~22~~ ~~2~~3 (omitted) The forty-third amendment was approved on June 24 , 2016	Adjusting arti- cle numbering and the date of approval of shareholder’s meeting.

Acer Incorporated Agenda of 2016 General Shareholders’ Meeting

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Attachment 2

Business Report to Shareholders

I am glad to share with you that even though the overall PC industry experienced strong headwinds and challenges over the past year, Acer has steered itself through turbulent waves by the sheer determination to focus on its strengths, and closed the 2015 chapter in profit.

We continued to transform ourselves through our optimized product mix strategies targeting different market segments, and reported 2015 consolidated revenues of NT$263.78 billion (US$7.98 billion) and earnings per share of NT$0.20, reflecting the macro PC industry decline and economic issues encountered in our European and Russian markets.

Along with our ongoing pursuit for product innovation and quality, making high-margin products was also a key. The effectiveness of our well-defined product positioning and product mix strategy was proven with our gross margin each quarter staying at close to 10% (Q1 - 9.8%, Q2 - 10.5%, Q3 - 8.1%, and Q4 - 9.4%).

I wish to express my high appreciation to all our shareholders for your long-term support, which has always been one of our greatest encouragements. I am confident that as long as we stand united to transform our organization together through the determination to innovate and overcome challenges, we will successfully stabilize operations and achieve each milestone step by step. I hope that all our stakeholders will continue to uphold their confidence in Acer, and together move forward for a sustainable future!

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George Huang Acer Chairman

For Acer’s new value creation business development, our BYOC™ cloud services has formed alliances with a variety of partners from different fields of the Internet of Things (IoT). They include smart home, healthcare applications, connected vehicles, and smart classroom applications for Acer to integrate with hardware, software and services, to innovate in the IoT together. Acer will also instill the concept of Internet of Beings (IoB) into all of our products, paving the way for the tight integration of intelligence and devices in the future.

For the development of our new core business, we will combine innovative technology with a people-centric approach, to develop well-designed products with high profitability potential. We will place more resources into new value creation businesses to expand with an even more multi-faceted approach with a broader range of applications, gather more partners to jointly develop and accelerate the growth of the IoT/IoB domain, and mark Acer’s place in this exciting and booming industry.

Acer Incorporated Agenda of 15 2016 General Shareholders’ Meeting

Attachment 3

Execution of Sound Business Plan

Units: In Millions of NTD

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Items Actual for 2015 Proposal for 2015 Hit Rate
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	Actual for 2015	Proposal for 2015	Proposal for 2015
2015 Net Income (Loss)	604	1,761	34%
2014 Net Income (Loss)	1,791	632	283%
Net Income (Loss) 2014-2015	2,395	2,393	100%

Units: In Millions of NTD

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Items Actual for 2015 Proposal for 2015 Hit Rate
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Items	Actual for 2015	Proposal for 2015	Hit Rate
Net Revenues	263,775	352,656	75%
COGS	-238,891	-322,583	74%
Gross Margin	24,884	30,073	83%
S&M	-17,702	-20,248	87%
G&A	-4,431	-4,907	90%
R&D	-2,089	-2,581	81%
Operating Income	939	2,337	40%
Non-operating Income and Gain	1,006	370	272%
Non-operating Expense and Loss	-1,098	-472	232%
2015 Net Income (Loss)	604	1,761	34%
Summary	Due to the Euro’s sharp decline and China and other emerging markets’ weak perfor- mance in 2015, the hit-rate of FY2015 net revenue accounts for merely 75%, 83% for Gross Margin, 40% for Operating Income, and 34% for Net Income.

Acer Incorporated Agenda of 2016 General Shareholders’ Meeting

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Attachment 4

Audit Committee's Review Report

The Board of Directors has prepared the Company’s 2015 Business Report, Financial Statements, and proposal for allocation of profits. The CPA Tzu-Chieh Tang and Wei- Ming Shih from KPMG were retained to audit Acer’s Financial Statements and have issued an audit report relating to the Financial Statements. The said Business Report, Financial Statements, and profit allocation proposal have been reviewed and determined to be correct and accurate by the Audit Committee of Acer Incorporated in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, I hereby submit this Report.

Acer Incorporated

Convener of the Audit Committee: F.C. Tseng

March 23, 2016

Acer Incorporated Agenda of 17 2016 General Shareholders’ Meeting

Attachment 5

Execution of 2015 Employees' Compensation and Board Directors' Remuneration

The Board of Directors resolved the appropriation of compensation to employees and remuneration to directors on March 24, 2016. The details of the appropriation are stated below. The aforesaid appropriation will be distributed according to the related provisions and shall be reported to General Shareholders’ Meeting.

Units: NTD

Item	Amount of Appropriation Resolved by the Board of Directors
Compensation to Employees – Cash	28,200,077
Remuneration to Directors	0

Note: Through resolution, the Board of Directors waived the right to director’s remuneration; the NTD 5,640,000 difference from the recognized expense amounts will be governed by the Changes in Accounting Estimates and deemed as operating income (loss) of 2016.

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Attachment 6

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Acer Incorporated Agenda of 19 2016 General Shareholders’ Meeting

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Acer Incorporated 20 Agenda of 2016 General Shareholders’ Meeting

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Acer Incorporated

Agenda of 21

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Acer Incorporated

Agenda of 23

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Acer Incorporated

Agenda of 25

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Acer Incorporated 32 Agenda of 2016 General Shareholders’ Meeting

D. Appendix

Appendix 1

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 scope of business of this Company shall include the following: (1) F113050 Wholesale of Computing and Business Machinery Equipment; (2) F213030 Retail Sale of Computing and Business Machinery Equipment; (3) F118010 Wholesale of Computer Software; (4) I301010 Software Design Services; (5) I301020 Data Processing Services; (6) G902011 Type II Telecommunications Enterprise; (7) F401010 International Trade; (8) JA02010 Electric Appliance and Audiovisual Electric Products Repair Shops (9) JE01010 Rental and Leasing Business; (10) CC01030 Electric Appliance and Audiovisual Electric Products Manufacturing (11) CC01070 Telecommunication Equipment and Apparatus Manufacturing; (12) CC01110 Computers and Computing Peripheral Equipment Manufacturing (13) CD01060 Aircraft and Parts Manufacturing; (14) E701030 Restrained Telecom Radio Frequency Equipment and Materials Construction; (15) F401021 Restrained Telecom Radio Frequency Equipment and Materials Import; (16) F113070 Wholesale of Telecom Instruments; (17) IZ13010 Internet Identify Services; (18) F108031 Wholesale of Drugs, Medical Goods; (19) F208031 Retail Sale of Medical Equipments; (20) ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

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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.

CHAPTER II – CAPITAL STOCK

Article 6 The total amount of this Company capital stock is NT$ forty (40) billion divided into 4 billion shares at par value of NT$10 per share, within which the board of directors is authorized to issue shares in installments. NT$ two and half billion of the aforesaid total capital stock, divided into 250 million shares each at a par value of NT$10, is reserved for exercising stock options. 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.

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CHAPTER IV – DIRECTORS AND COMMITTEE

• Article 12 This Company shall have seven (7) ~ eleven (11) directors, 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 are eligible for re-election. The total capital stock held by all directors shall not be less than the percentage provided by the competent authority. The Company may buy the Responsibility Insurance for the Directors who have to be responsible for the damages caused by their duties.

The Company shall establish three (3) or more 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 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 responsibilities of Supervisors specified under the ROC Company Law, Securities and Exchange Act and other relevant laws and regulations.

• 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:

• (1) To audit and supervise annual operation plan,

• (2) To determine the budget and review final accounts,

• (3) To propose earnings appropriation or make up for loss,

• (4) To propose increase or decrease capital plan,

• (5) To consider significant capital expenditure plans,

• (6) To establish branch offices or terminate branch offices,

• (7) To propose and discuss amendments to the Articles of Incorporation,

• (8) To decide important contracts or other important matters,

• (9) To decide whether to invest in other business or whether to dispose of shares of investment business,

• (10) To review the major dealings between the Company its related partners (including affiliated companies),

• (11) To appoint or remove the president and/or the vice president,

• (12) To dispose of or purchase important property and approve the bylaws, and

• (13) 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.

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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.

Article 16-1 The Board of Directors is authorized to determine the compensation recommended by the Remuneration Committee for the directors, 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 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. CHPATER 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 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, 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.

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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 approved on June 14, 2005

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The thirty-sixth amendment was approved on June 15, 2006 The thirty-seventh amendment was approved on June 14, 2007 The thirty-eighth amendment was approved on June 13, 2008 The thirty-ninth amendment was approved on June 18, 2010 The fortieth amendment was approved on June 15, 2012

The forty-first amendment was approved on June 19, 2013. 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

The forty-second amendment was approved on June 18, 2014

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Appendix 2

Acer Inc.

Original 2014 Plan of the Utilization of the Capital Increase

1. Amount of the capital required: NTD$ 7,115,899,000.

2. Source of the capital :

3. (1) To raise funds of NTD $ 5,400,000,000 by issuing of 300,000 thousand new shares (each with a NTD$10 par value), the issue price per share is NTD$18.

4. (2) The rest of the NTD$1,715,899,000 will be prepared by Company’s own capital or from bank loan.

5. Purpose and expected schedule of utilization of capital:

(In thousands of New Taiwan Dollars)

Purpose	Etitd		Utilization plan	Utilization plan	Utilization plan	Utilization plan
	smae Utilization	Required Amount	Y2015
	Date		Quarter 1	Quarter 2	Quarter 3	Quarter 4
Pay off bank loan	Q4, 2014	3,600,000	—	1,800,000	—	1,800,000
Redemption repayment from the put option executed by the ECB holders	Q3, 2015	3,515,899	—	—	3,515,899	—
Summary	—	7,115,899	—	1,800,000	3,515,899	1,800,000
Expected benefits	1. Pay off bank loan: based on the interest rate, it is expected to save NTD$21,000,000 in 2015, and NTD$72,000,000 in the future. 2. Prepared for the fund that is required for redemption repayment from the put option executed by the ECB holders: based on the company's current average borrowing rate of 2%, it is estimated, in 2015, NTD $ 23,439,000 can be saved, and NTD$70,318,000 in the future.

1. Pay off bank loan: based on the interest rate, it is expected to save NTD$21,000,000 in 2015, and NTD$72,000,000 in the future.

2. Expected benefits 2. Prepared for the fund that is required for redemption repayment from the put option executed by the ECB holders: based on the company's current average borrowing rate of 2%, it is estimated, in 2015, NTD $ 23,439,000 can be saved, and NTD$70,318,000 in the future.

Acer Incorporated Agenda of 39 2016 General Shareholders’ Meeting

Appendix 3

Acer Inc.

Modified 2014 Plan of the Utilization of the Capital Increase

1. Capital required for the plan: NTD$ 5,400,000,000.

2. Source of the capital: To raise funds of NTD $ 5,400,000,000 by issuing of 300,000 thousand new shares (each with a NTD$10 par value), the issue price per share is NTD$18.

3. Purpose and expected schedule of utilization of capital:

(In thousands of New Taiwan Dollars)

Purpose	Etitd		Utilization plan	Utilization plan	Utilization plan	Utilization plan
	smae Utilization	Required Amount	Y2015
	Date		Quarter 1	Quarter 2	Quarter 3	Quarter 4
Pay off bank loan	Q4, 2014	3,600,000	—	1,800,000	—	1,800,000
Redemption repayment from the put option executed by the ECB holders	Q3, 2015	459,815	—	—	459,815	—
Enhance operating capital	Q3, 2015	1,340,185	—	—	1,340,185	—
Summary	—	5,400,000	—	1,800,000	1,800,000	1,800,000
Expected benefits	1. Pay off bank loan: based on the interest rate, it is expected to save NTD$21,000,000 in 2015, and NTD$72,000,000 in the future. 2. Prepared for the fund that is required for redemption repayment from the put option executed by the ECB holders: based on the company's current average borrowing rate of 2%, it is estimated, in 2015, NTD $3,065,000 can be saved, and NTD$9,196,000 in the future. 3. Enhance operating capital: based on the company's current average borrowing rate of 2%, it is estimated, in 2015, NTD $8,935,000 can be saved, and NTD$26,804,000 in the future.

1. Pay off bank loan: based on the interest rate, it is expected to save NTD$21,000,000 in 2015, and NTD$72,000,000 in the future.

2. Prepared for the fund that is required for redemption repayment from the put option executed by the

Expected benefits ECB holders: based on the company's current average borrowing rate of 2%, it is estimated, in 2015, NTD $3,065,000 can be saved, and NTD$9,196,000 in the future.

1. Enhance operating capital: based on the company's current average borrowing rate of 2%, it is estimated, in 2015, NTD $8,935,000 can be saved, and NTD$26,804,000 in the future.

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Appendix 4

Acer Inc.

A List of Items Reated to Modify 2014 Capital Increase Plan

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Item	Item	Content
BoD Approval Date		August 6th, 2015
Rationale for Revision		Redemption repayment from the put option executed by the ECB holders in the original plan was implemented in Q2 2015. Due to the costs is lower than the redemption re- payment from the put option, Acer had been continually purchasing back and cancel- ling the convertible bond from the market. The current amount of the convertible bond has been lessened from USD200, 000,000 to USD13, 400,000. Therefore, as of the expiration date of the options (July 27, 2015), only NT $ 456,849 thousand of the con- vertible bonds had been sold back by the bondholders, and NT $ 1,343,151 thousand of the increased capital remain unspent. For the efective use of the funds, it is proposed to change the purpose of the funds from “redemption repayment from the put option executed by the ECB holders” to “strengthen operating capital”, which will be able to efectively save interest of short-term bank fnancing expenditure and reduce fnancial burden.
Amount and Object of the Plan	Before	NTD7,115,899,000 is required for paying back bank loan and redemption repayment from the put option executed by the ECB holders.
	After	NTD5, 400,000,000 is required for paying back bank loan, enhance operating capital and redemption repayment from the put option executed by the ECB holders.
	Diference	The original capital that is required for redemption repayment from the put option executed by the ECB holders is reduced to NTD$459,815,000; so capital to enhance operating is increased to NTD$1,340,185,000.
Expected Beneft	Before	1. Pay back bank loan: Based on the expected interest rate, it is expected that it is esti- mated, in 2015, NTD $21,000,000 can be saved, and NTD$72,000,000 in the future. 2. Amount required for redemption repayment from the put option executed by the ECB holders: Based on the 2% interest rate, it is expected that it is estimated, in 2015, NTD $23,439,000 can be saved, and NTD$70,318,000 in the future.
	After	1. Pay back bank loan: Based on the expected interest rate, it is expected that it is esti- mated, in 2015, NTD $21,000,000 can be saved, and NTD$72,000,000 in the future. 2. Amount required for redemption repayment from the put option executed by the ECB holders: Based on the 2% interest rate, it is expected that it is estimated, in 2015, NTD $3,065,000 can be saved, and NTD$9,196,000 in the future. 3. Enhance Operating Capital: Based on the 2% interest rate, it is expected that it is estimated, in 2015, NTD $8,935,000 can be saved, and NTD$26,804,000 in the future.
	Diference	1. Amount required for redemption repayment from the put option executed by the ECB holders: the interest rate that can be save each year is NTD$61,122,000. 2. Pay back bank loan: diference is 0. 3. Enhance Operating Capital: NTD$26,804,000 in the future.
Efect to Shareholder’s Interest		The Company maintains a stable banking facilities and working capital, as a response to changes in the fnancial planning due to the economy, so this use of funds handled plans to change the original plan will help increase the fexibility of scheduling and the use of funds and improve the fnancial structure in the long run, this change does not have signifcant unfavorable impact on shareholders' interest.

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Item	Content
Current Progress (As of August 6, 2015)	1. Pay back bank loan: Completed 50% in Q2 2015. 2. Amount required for redemption repayment from the put option executed by the ECB holders: 0%. 3. Enhance Operating Capital: 0%.
Expected Schedule	1. Pay back bank loan: Complete in Q2 and Q4 of 2015 according to the plan. 2. Amount required for redemption repayment from the put option executed by the ECB holders: Complete in Q3 2015. 3. Enhance Operating Capital: Complete in Q3 2015.

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Appendix 5

Acer Inc. 2014 Capital Increase Plan Comment from Original Underwriter

1. Necessity and reasonableness of the plan change

$5,400,000,000 was raised by the Company this time, which was originally planned to be used to repay bank and redemption repayment from the put option executed by the ECB holders. The total issuance of the redemption repayment from the put option executed by the ECB holders is US $ 200,000 thousand (equivalent to about NT $ 6,366,000 thousand), for seven years (from August 10 2010 to begin issuing and expire on August 10, 2017). Article 11A of the Issue and Conversion Procedures: “bondholders have the expiration of the five years of the issue date, requiring the company to bond denominations plus the annual interest rate of 2.5% (according to six months to calculate) the yield to redeem all or part of the debt.

Since February 2015, after the Company completed the fund-raising, the international capital markets, due to the debt Greece could not repay which caused stock market volatility countries in EU and mainland China. Thus, due to the costs is lower than the redemption repayment from the put option, the Company has been continually purchasing back and cancelling the convertible bond from the market since Q2 2015. Due to the costs is lower than the redemption repayment from the put option, Acer had been continually purchasing back and cancelling the convertible bond from the market. The current amount of the convertible bond has been lessened from USD103,800,000 to USD13, 400,000. Therefore, as of the expiration date of the options (July 27, 2015), only NT $ 459,815,000 of the convertible bonds had been sold back by the bondholders, and NT $ 1,340,185,000 of the increased capital remain unspent. For the effective use of the funds, it is proposed to change the purpose of the funds from “redemption repayment from the put option executed by the ECB holders” to “strengthen operating capital”, which will be able to effectively save interest of short-term bank financing expenditure and reduce financial burden.

To sum up, the Company reserves to maintain a stable banking facilities and working capital. The proposed modification will increase flexibility and scheduling the use of funds and to improve the financial structure in the long run, there is no significant negative impact on shareholders’ interest.

2. Estimated Benefit result from the changed plan

(1) Redemption repayment from the put option executed by the ECB holders (include interest compensation) Amount required for redemption repayment from the put option executed by the ECB holders: Based on the 2% interest rate, it is expected that it is estimated, in 2015, NTD $3,065,000 can be saved, and NTD$9,196,000 in the future.

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(2) Repay bank loan

The plan does not change, hereby presented to repay bank are as follows:

(In thousands of New Taiwan Dollars)

Financial Institution	Rate(%)	Period	Original Purpose	Original loan amount	Original repay amount	Interest Saved	Interest Saved
				NTD	NTD	Year 2015	After 2015
						NTD	NTD
Citibank and others	2.00	2011/11/17 ~2016/11/16	Repay the amount borrowed on Oct. 11, 2007	9,000,000	3,600,000	21,000	72,000
Total				9,000,000	3,600,000	21,000	72,000

Source: Provided by the Company

The Company raised enough capital in Q1 2015, and planned to repay the bank $3,600,000,000 in Q2 and Q4 2015. Based on the expected interest rate, it is expected that it is estimated, in 2015, NTD $21,000,000 can be saved, and NTD$72,000,000 in the future.

• (3) Enhance operating capital

• Based on the 2% interest rate, it is expected that it is estimated, in 2015, NTD $8,935,000 can be saved, and NTD$26,804,000 in the future.

To sum up, the Company reserves to maintain a stable banking facilities and working capital. The proposed modification will increase flexibility and scheduling the use of funds and to improve the financial structure in the long run.

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Appendix 6

Impact of Stock Dividend Issuance on the Company’s Business Performance, Earnings per Share and Return on Shareholders’ Investment: Not Applicable

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Appendix 7

Shareholdings of All Directors as of April 26, 2016

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Title Name Number of Shares
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Title	Name	Number of Shares
Chairman	George Huang	9,267,642
Director	Stan Shih	81,024,395
Director	Jason C.S. Chen	2,555,480
Director	Hsin-I Lin	0
Director	Hung Rouan Investment Corp. Legal Representative: Carolyn Yeh	73,629,933
Director	Smart Capital Corp. Legal Representative: Philip Peng	12,228
Independent Director	F.C. Tseng	0
Independent Director	Ji-Ren Lee	0
Independent Director	Chin-Cheng Wu	0
TOTAL		166,489,678

Note 1: The current number of issued shares in the Company as of April 24, 2016 is 3,085,442,828 common shares.

Note 2: The Company’s directors shall hold at least 74,050,627 shares to comply with the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies”.

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Acer Incorporated

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