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ACER — AGM Information 2023
Jun 21, 2023
10414_rns_2023-06-21_781c6d97-7ef1-46a9-92ca-2e5c16fead8c.pdf
AGM Information
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Acer Inc.
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Notice of General Shareholders’ Meeting 2023
TO OUR SHAREHOLDERS:
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I. The 2023 General Shareholders’ Meeting (the “GSM”) of Acer Inc. (the “Company”) will be held on Tuesday, June 6[th] , 2023 at 9:00 am at the Aspire Resort at No. 428, Kewang Rd., Longtan District, Taoyuan City. Shareholders attendance registration will begin at 8:20 am at the same as the meeting place. The Agenda of the 2023 GSM is the following:
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Report Items
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(1) Business Report for the Year 2022
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(2) Audit Committee Report
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(3) Report on the Distribution of Cash Dividend, Execution of Employees' Profit Sharing Bonus and Board Directors' Compensation for the Year 2022
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(4) Report on the Status of Shareholders’ Diversification of Acer Subsidiaries' Shares Is Planned to Be Listed on TWSE or TPEX
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(5) Report on the Unsecured Corporate Bonds of Acer Inc.
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Election Item
To Elect Seven Directors (Including Four Independent Directors) of the Company
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Proposed Items for Ratification and Discussion
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(1) Ratification Proposal of the Financial Statements, Business Report and Profit Distribution Statement for the Year 2022
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(2) To Approve the Listing Application of the Company’s Subsidiary, WINKING ENTERTAINMENT LTD, on the Overseas Stock Market
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(3) To Release Non-Compete Restrictions on Newly-Elected Directors and their Representatives
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Extemporary Motion
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II. The Board of Directors has approved the Company’s earning distribution proposal for the year 2022, whereby each common shareholder will be entitled to receive a cash dividend of NTD1.5 per share.
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III. The Company will be elect 7 directors (3 ordinary directors and 4 independent directors) during 2023 GSM. The election will adopt candidates nomination system, and the list of ordinary directors is: Jason Chen, Stan Shih (Legal Representative of Hung Rouan Investment Corp.) and Maverick Shih; the list of independent directors is Ching-Hsiang Hsu, Yuri Kure, Pan-Chyr Yang and Mei-Yueh Ho. For information on their academic background and working experiences, please refer to MOPS (https://mops.twse.com.tw).
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IV. The release of non-compete restrictions on newly-elected directors or their representatives is pursuant to Article 209 of the Company Act. This article states that if a director engages in activities that are within the scope of the company’s business, either for himself or on behalf of another person, he or she shall explain to GSM the essential contents of such activities and obtain its approval for conducting such activities. For information on the concurrent positions of director
Notice Acer GSM 2023
candidates, please refer to MOPS at https://mops.twse.com.tw/Electronic Books/Shareholders' meetings/Meeting Book.
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V. In accordance with Article 165 of the Company Act, the registration of stock transferring to be suspended from April 8[th] , 2023 to June 6th, 2023.
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VI. The Attendance Card and the Proxy are enclosed. Shareholders who decide to attend the meeting by proxy, please fill in the form and sign or stamp on the Proxy, and send it to the Company’s Stock Affairs Department five days before the meeting. After the information has been confirmed, the Company may provide sign-in cards to the proxy for attendance of the GSM. Shareholders who decide to attend the GSM in person, please sign or stamp on the Attendance Card and bring it to the meeting venue.
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VII. Any shareholder of the GSM is entitled to exercise the voting right by the way of electronic transmission during the period from May 11[th] , 2023 until June 3[rd] , 2023. Please visit the electronic voting platform of TDCC STOCKVOTE (https://www.stockvote.com.tw) and follow the instructions. Pursuant to the Company Act, the shareholder who exercise the voting rights by the way of electronic transmission would be deemed as attending the meeting in person. If the shareholder exercise the voting right by the way of electronic transmission and also appoint a proxy to attend the meeting by Proxy, the voting power exercised by the authorized proxy at the meeting shall prevail.
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VIII. If any shareholder solicits the proxy for the GSM, the Company may compile a summary statement of the Solicitor Solicitation Information and disclose it on the SFI’s website on May 5[th] , 2023. If any investor wants to search such information, please visit https://free.sfi.org.tw for Proxy Announcement Related Information Free Research System and enter the query condition.
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IX. Stock Affairs Department of Taishin Securities Co., Ltd. is the proxy tallying and verification institution for the GSM.
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X. Hereby notify above.
NOTE: The roster of director candidates and their business appeal.
| Proposed Director Candidates | Candidates’ Business Appeal |
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| Ordinary Directors: 1. Jason Chen, 2. Hung Rouan Investment Corp. Legal Representative: Stan Shih 3. Maverick Shih Independent Directors: 1. Ching-Hsiang Hsu 2. Yuri Kure 3. Pan-Chyr Yang 4. Mei-Yueh Ho |
1. Implement and adhere to the spirit of Wangdao; continuously innovate and create value to build a mechanism for co-creating value and balancing interests; and to pursue the goal of sustainable management. 2. Improve Acer Group’s resilience, enhance the Company’s competitive advantage in the ICT industry, and continue implementing the multiple business engine strategy. 3. Protect the environment, fulfill corporate social responsibilities, continue to enhance corporate governance, and persist on the focus on ESG and sustainable development. |
By Order of the Board of Directors
Notice Acer GSM 2023