ASUSTEK — AGM Information 2025

Jun 10, 2025

(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)

Stock No.:2357

ASUSTeK Computer Inc.

Annual General Shareholders Meeting for 2025

Meeting Handbook

May 28, 2025

Table of Contents

Meeting Procedure

Agenda of the Annual General Shareholders Meeting

Report Items:

• （1） Business report of 2024.

• （2） Audit Committee’s Review Report of 2024.

• （3） Report of Directors’ Compensation and Employees’ Compensation for 2024.

Adoption Items :

• （1） To adopt 2024 Business Report and Financial Statements.

• （2） To adopt the proposal for distribution of 2024 profits.

Discussion and Election Items :

• （1）Amendment to the“Articles of Incorporation.”

• （2）The 14th Directors Election proposal.

Extemporal motions：

Appendices:

1. Independent auditor’s audit report and 2024 Consolidated Financial Statements

2. Independent auditor’s audit report and 2024 Financial Statements

3. Articles of Incorporation

4. Rules for Election of Directors

5. Shareholders Meeting Rules of the Company

6. Shareholdings of the Directors

7. Other Explanation Items

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ASUSTeK Computer Inc.

Meeting Procedure for the Annual General Shareholders Meeting of 2025

1. Call the Meeting to order

2. Chairman to take position

3. Chairman’s Statement

4. Report Items

5. Adoption Items

6. Discussion and Election Items

7. Extemporal motions

8. Adjournment

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ASUSTeK Computer Inc.

Agenda of the Annual General Shareholders Meeting for 2025

1. Time: 9:00 am on May 28, 2025(Wednesday)

2. Place: Grand Hall of MellowFields Co. Ltd. (No.127, Sec. 7, Jhongshan N. Rd., Taipei City) Shareholders meeting will be held by means of physical shareholders meeting.

3. Chairman’s Statement

4. Report Items

5. （1） Business report of 2024.

6. （2） Audit Committee’s Review Report of 2024.

7. （3） Report of Directors’Compensation and Employees’Compensation for 2024.

8. Adoption Items

9. Proposal 1: To adopt 2024 Business Report and Financial Statements. (Proposed by the Board of Directors)

10. Proposal 2: To adopt the proposal for distribution of 2024 profits. (Proposed by the Board of Directors)

11. Discussion and Election Items

12. Proposal 1: Amendment to the“Articles of Incorporation.” (Proposed by the Board of Directors)

Proposal 2: The 14th Directors Election proposal. (Proposed by the Board of Directors)

1. Extemporal motions

2. Adjournment

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REPORT ITEMS

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1. Business report of 2024.

Business Report

In 2024, the ASUS team successfully reached another milestone in our evolution, achieving the second-highest annual profits in our company’s history, while also accomplishing several key strategic goals. These include securing a leading position in the Copilot+ PC market, establishing ourselves as the leading gaming laptop brand, achieving our server revenue growth targets ahead of schedule, and continuously driving product and operations innovation within our Open Platform Business Group to further strengthen our unwavering market leadership. Together, let us take this opportunity to recognize and thank the ASUS team for their outstanding achievements.

Throughout our evolution, we witnessed the ASUS team’s unity, mutual trust, and radical transparency that encouraged constructive confrontation, while embracing idea meritocracy built upon collective wisdom and creative excellence. Together, we cultivated strong relationships and delivered meaningful results. Additionally, we deepened our commitment to embedding Design Thinking throughout our organization, ensuring every team member prioritizes customer-centric innovation. This approach guides us to support customers throughout the entire value chain, delivering products and services characterized by exceptional desirability, experience, and happiness.

Looking ahead to 2025, the wave of AI development will be even greater, potentially ushering in revolutionary innovations, even as the political and economic landscape becomes increasingly turbulent and unpredictable. This era of uncertainty provides an incredible opportunity for the ASUS team to unleash our potential and demonstrate our resilience. The faster the world changes, the greater ASUS's evolution will be. AI represents an unprecedented opportunity for the technology industry and society as a whole, and we are excited to both witness and actively shape this new era. Regardless of external changes, our commitment to user-centric innovation remains unwavering. By fully integrating and implementing Design Thinking, ASUS will continuously enhance user experiences and generate greater corporate value, fulfilling our mission of delivering incredible experiences to everyone.

The following is a brief overview of our operational results for 2024 and our outlook for 2025:

Taiwan's Most Valuable Global Brand and One of the World's Most Admired Companies

Upholding our In Search of Incredible brand spirit, ASUS was honored by Interbrand for the eleventh year as Taiwan’s Most Valuable Global Brand, and for the tenth year as one of Fortune’s World's Most Admired Companies. These prestigious international recognitions reflect our longterm investment value, corporate social responsibility, and effective utilization of corporate assets. ASUS’s continued success is rooted in our culture of radical transparency and our unwavering commitment to enhancing customer experiences through Design Thinking. Over the past year, ASUS won 14 CES 2025 Innovation Awards, 35 Red Dot Design Awards, 37 iF Design Awards, 13

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Taiwan Excellence Awards, nine Best Choice Awards, 23 Good Design Awards, two IDEA Silver Awards, and was selected for the "Best Design of the Year" Golden Pin Award.

Driving Comprehensive AI Innovation and Applications through Design Thinking

ASUS is committed to becoming a comprehensive AI company, advancing AI integration across our products and services through our strategy of Ubiquitous AI. Incredible Possibilities. In 2024, ASUS launched multiple Copilot+ PCs and various AI-driven applications. The Zenbook DUO (2024), recognized for its revolutionary dual-screen design and detachable keyboard enabling outstanding productivity across diverse scenarios, was added to the permanent collection at the Henry Ford Museum of American Innovation. Additionally, the ROG Zephyrus series laptops exemplify our Design Thinking approach, achieving an excellent balance of design and performance, and winning both the 2024 Red Dot Design Award and PC Gamer's Best Gaming Laptop award for 2024.

In the server domain, ASUS introduced comprehensive AI infrastructure solutions, including collaborating with our partners to build advanced supercomputing centers, one of which ranked 31st among the world’s TOP 500 supercomputers. In smart healthcare, ASUS's AI-powered endoscopy solution, EndoAim, received the prestigious U.S. MedTech Breakthrough Award, and our handheld wireless ultrasound LU800 series won the National Medical Quality Award. Internally, ASUS established a Gen AI committee, developed a proprietary AI Hub and Large Language Model (LLM), and introduced multiple AI assistants and productivity tools, significantly enhancing organizational efficiency and fostering innovation.

Strengthening Sustainable Strategies and Cybersecurity Management to Build Operational Resilience

ASUS promotes a sustainability strategy with a focus on fundamentals and results by digitizing data, adopting scientific management practices, and optimizing core competencies. We concentrate on four key pillars: Climate Action, Circular Economy, Responsible Manufacturing, and Value Creation. In recent years, we have been recognized for our climate governance and disclosure efforts. For three consecutive years, Corporate Knights has included ASUS in the Clean200. Additionally, for two consecutive years, we received Leadership-level ratings from the Carbon Disclosure Project (CDP) in its Climate Change Report. ASUS was also honored with an Asia Sustainability Reporting Award, ranked among the Asia-Pacific Climate Leaders, and attained a Prime-level ranking in the ISS ESG Corporate Ratings. Furthermore, ASUS was included in the Morgan Stanley Sustainable Index, the Financial Times Emerging Markets Sustainable Index, and the Taiwan Sustainability Index.

ASUS remains committed to strengthening cybersecurity governance through the comprehensive implementation of the ISO 27001, 27701, 27017, and 27018 information security management standards. Our dedicated team has obtained over 200 international cybersecurity certifications, and we continuously invest in strengthening employees’ cybersecurity capabilities. In product development, ASUS adheres to international best practices, such as the Secure Software

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Development Life Cycle (SSDLC) and Secure Hardware Development Life Cycle (SHDLC) to ensure robust product security. In 2024, ASUS successfully completed an audit by the U.S. Cybersecurity and Infrastructure Security Agency (CISA), becoming a Certified Numbering Authority (CNA), capable of independently managing and disclosing product vulnerabilities. Additionally, ASUS joined the Forum of Incident Response and Security Teams (FIRST), further enhancing our digital operational resilience.

Expanding AI Deployment and Accelerating Industry Innovation in 2025

In 2024, ASUS Group's consolidated revenue reached NT$587.1 billion, representing a 22% increase compared to 2023. Net profit after tax was NT$34.2 billion, with net profit attributable to the owners of the parent company reaching NT$31.4 billion, a 97% increase from the previous year. Earnings per share after tax were NT$42. For brand operations, ASUS’s consolidated brand revenue for 2024 was NT$548.5 billion (unaudited), a 22% increase compared to 2023, with a brand operating profit of NT$27.5 billion (unaudited), a 229% increase compared to 2023.

Looking ahead, although AI-enabled technologies are still in their infancy, their potential to enhance the utility and value of personal computing products is rising. The market is expected to enter a period of healthy growth in the coming years, with product iterations and strategic projects gaining even greater strategic importance. The diversified development of AI products and applications will accelerate market innovation and transformation. Historically, during periods of stable technical specifications, ASUS differentiated ourselves and established competitive advantages through incremental innovation. However, as we now face rapid market transformation and significant technological advancements, ASUS is prepared to embrace bold ambition and make strategic investments to fully realize “leapfrog” innovation and further expand our leadership and competitive edge.

Overall, ASUS's key strategic goals for 2025 will remain focused on expanding our leadership in AI by empowering products and services with this technology across AI PCs, AI Servers, Edge AI, AIoT, and a comprehensive range of usage scenarios. We will also develop premium products aimed at high-value customers, further elevating user experiences and strengthening brand value. Gaming products, now one of our core business areas, will continue to reinforce ASUS’s reputation and market presence among high-end users. In the enterprise segment, we will strengthen our regional strategies, deeply cultivating commercial markets and strengthening channels in key countries. In terms of industry strategy, ASUS will collaborate with key platform creators to jointly develop AIdriven products and applications, accelerating overall industry innovation and evolution.

Chairman: Jonney Shih CO-CEO: S.Y. Hsu CO-CEO: Samson Hu

Chief Accountant: Winnie Liu

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2. Audit Committee's review report of 2024.

Audit Committee's Review Report of ASUSTeK Computer Inc.

The Board of Directors has prepared the ASUSTeK Computer Inc. (“the Company”) 2024 Business Report, financial statements, and proposal for earnings distribution. The CPA firm of PwC was retained to audit the Company’s financial statements and has issued an audit report relating to financial statements. The above Business Report, financial statements, and earnings distribution proposal have been examined and determined to be correct and accurate by the Audit Committee of ASUSTeK Computer Inc. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Law, we hereby submit this report.

ASUSTek Computer Inc.

Chairman of the Audit Committee: Mr. Chung-Hou Tai

March 11, 2025

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3. Report of Directors ’ Compensation and Employees ’ Compensation for 2024.

• (1). The profit of the company in 2024 was NT$38,621,742,569. 0.3% of the profit will be allocated to Directors’ compensation which is NT$115,865,228 ; 5.7% of the profit will be allocated to the Employees’ compensation which is NT$2,201,439,326. The abovementioned will be paid in cash and it is tallied with the estimation of expenses .

• (2). The distribution above is resolved by the Company’s Remuneration Committee and the Board of Directors.

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ADOPTION ITEMS

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Proposal 1: (Proposed by the Board of Directors)

Proposal: To adopt 2024 Business Report and Financial Statements. Please proceed to adopt. Explanation:

1. The Company’s financial statements, consolidated financial statements and business reports were approved by the ASUS Board of Directors and audited by independent auditors, CPA ShuChiung Chang and CPA Sheng-Chung Hsu of PwC Taiwan, who have concluded that the 2024 financial status and operating results have been presented fairly. For more information, please refer to the Meeting Agenda Handbook as Appendix 1 and Appendix 2.

2. The Business Report and financial statements have been reviewed by the Audit Committee of ASUSTek Computer Inc.

Resolution:

Proposal 2: (Proposed by the Board of Directors)

Proposal: To adopt the proposal for distribution of 2024 profits. Please proceed to adopt. Explanation:

1. In 2024, the net income after tax was NT$31,393,856,141, the distributable surplus is NT$28,660,374,303. After take into consideration of the unappropriated earnings of prior years of NT$103,043,644,018, the total distributable surplus is NT$131,704,018,321. The proposed distribution of shareholder dividends is NT$25,253,849,520, which is NT$34 per share and will be paid in cash. (Please refer to the Company’s 2024 Earnings Distribution Table.)

2. If the dividend ratio of the earnings distribution is changed and must be adjusted as a result of a change in the number of outstanding shares, it is proposed to have the Chairman authorized in the meeting of shareholders to arrange necessary adjustments.

3. Shareholder cash dividend that is less than NT$1 should be rounded up to dollar; also, fractional shares will be purchased by persons arranged by the Chairman ,authorized by the meeting of shareholders.

4. Upon the approval of the annual meeting of shareholders, it is proposed that the Chairman be authorized to resolve the dividend record date and other relevant issues.

Resolution:

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Earning Distribution Table of ASUSTeK Computer Inc.

2024 Unit: NT$

2024		Unit: NT$
Account	Amount	Note
Unappropriated earnings - beginning	103,043,644,018
(+)2024 Net Income	31,393,856,141
(+)Change in associates and joint ventures accounted for under equity method	0
(+)Disposal of financial assets at fair value through other comprehensive	451,004,196
(-)Appropriated 10% legal reserve	(3,184,486,034)
Distributable earnings - current	131,704,018,321
(-)Distributions：
Shareholder bonus	25,253,849,520	NT$34per share
2024 Unappropriated earnings	3,406,524,783
Unappropriated earnings - ending	106,450,168,801

Note: Earnings distribution of the year is appropriated from the 2024 after-tax distributable earnings.

Chairman ： CO-CEO ： Chief Accountant ：

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DISCUSSION AND ELECTION ITEMS

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Proposal 1: (Proposed by the Board of Directors)

Proposal: Amendment to the“Articles of Incorporation.” Please proceed to discuss. Explanation:

According to the directive No. 113038544422 issued by the Financial Supervisory Commission on November 8, 2024, it is proposed to amend Articles 20 and 23 of the company's 'Articles of Incorporation.' Please refer to the ' The clause revision table of Articles of Incorporation.' below.

Article	After Revision	Before Revision
Article 20	The current year’s profit, if any, should be used first to cover accumulated deficit, and then the remaining balance shall be distributed: no less than 1% as employees’ compensation, and no more than 1% as directors’ remuneration.The aforementioned employee remuneration should reserve no less	The current year’s profit, if any, should be used first to cover accumulated deficit, and then the remaining balance shall be distributed: no less than 1% as employees’ compensation, and no more than 1% as directors’ remuneration. The recipients of employees’ compensation, include the employees of parents or subsidiaries of the company meeting certain specific requirements.
	than 20% for the remuneration of junior employees. The recipients of employees’ compensation, include the employees of parents or subsidiaries of the company meeting certain specific requirements.
Article23	The Articles of Incorporation was established on March 28, 1990. (Omission); the twenty- ninth amendment was made on June10, 2021; the thirtieth amendment was made on May 28,	The Articles of Incorporation was established on March 28, 1990. (Omission); the twenty- ninth amendment was made on June10, 2021.
	2025.

Resolution:

Proposal 2: (Proposed by the board of directors)

Proposal: The 14th Directors Election proposal. Please proceed to call an election. Explanation:

1. The term of office for the company's 13th Board of Directors will expire on June 7, 2025. The company will conduct a re-election at this Annual General Meeting of Shareholders.

2. The company’s 14th Board of Directors shall consist of fifteen seats, including five independent directors. The newly elected directors will assume office from the date of election and serve a term of three years, starting from May 28, 2025, to May 27, 2028.

3. According to the company's Articles of Incorporation, the directors of the company shall be elected from a list of candidates nominated through a candidate nomination system. Shareholders will elect directors from this list of candidates. Please refer to the table below for the list of candidates:

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Director Nominees List (10 Directors)

Name	Incumbent	Education	Experience	Shareholding
Tsung-Tang, (Jonney)Shih	Chairman and Chief Branding Officer of ASUS	MBA, National Chiao Tung University	Business Division’s President of ACER	30,093,638
Shih-Chang, (Ted) Hsu	Vice Chairman and Chief Strategy Officer of ASUS	EMBA, National Chiao Tung University	Vice Chairman and Deputy CEO of PEGATRON Director and Deputy General Manager of ASUS	7,346,683
Chiang-Sheng, (Jonathan) Tseng	Director of ASUS	MBA, Houston University	Group President of ASUS Chairman,Taiwan Association of Information and Communication Standards (TAICS)	1,423,093
Hsien-Yuen, (SY) Hsu	Director and CO-Chief Executive Officer of ASUS	EMBA, National Chengchi University EMBA, National Taiwan University/Fudan University	Chief Operating Officer of ASUS Engineer of Won- Chuan Co. Ltd.	107,019
Su-Pin, (Samson) Hu	Director and CO-Chief Executive Officer of ASUS	M.S. in Computer Science, National Chiao Tung University EMBA, National Chengchi University	Chief Operating Officer of ASUS Associate V.P. of ACER	100,592
Yen-Cheng, (Eric) Chen	Director of ASUS Vice President of ASGL	B.S. in Mathematics, Tamkang University	Associate V.P. of ASUS Senior Specialist of Shi-Chin Industry	157,527
Min- Chieh,(Joe) Hsieh	Director and Chief Operating Officer of ASUS	M.S. in Computer Engineering, Boston University EMBA, National Taiwan University	Engineer of ASUS (USA)	5,000
Yu-Chia, (Jackie) Hsu	Director of ASUS Vice President of ASGL	M.S. in Information Management, National Chengchi University	Associate V.P. of ASUS	21,000
Tze-Kaing, Yang	Director of ASUS Chairman of Yangtze Associates General manager of Huiyang	Ph.D of Business Management, National Chengchi University	Political Deputy Minister, the Ministry of Finance, R.O.C. General manager of China Development Industrial Bank	0
Hsing-Chuan, (Sandy)Hu Wei	Director of ASUS Chief Administrator, Enterprise Development Office of ASUS Chief Executive Officer of ASUS FOUNDATION	B.A. in Fashion Design, Shih Chien University	Chief Sustainability Officer of ASUS	1,557,446

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Independent Director Nominees List (5 Directors)

Name	Incumbent	Education	Experience	Shareholding
Ruey-Shan, (Andy) Guo	Independent Director of ASUS President of Chien Hsin University of Science and Technology Professor, Department of Business Administration, National Taiwan University	Ph.D., Massachusetts Institute of Technology	Professor, Department of Business Administration, National Taiwan University	0
Hui-Chin, (Audrey) Chou Tseng	Independent Director of ASUS Advisory Committee, BioTaiwan Committee of Executive Yuan Adjunct Professor, National Yang Ming Chiao Tung University	EMBA, National Taiwan University/Fudan University M.S. in Accounting , National Chengchi University	ROC accountant Adjunct Professor, Department of Accounting, National Chengchi University	0
Lee-Feng, Chien	Partner, Taiwan Leap Venture	Ph.D., Institute of Information Science and Engineering, National Taiwan University	Managing Director, Google Taiwan; Deputy Director, Institute of Information Science, Academia Sinica; Professor, Department of Information Management, National Taiwan University	0
Shyan- Yuan, Lee	Professor, Department of Finance, National Taiwan University	Ph.D. in Finance, Co lumbia University, New York City, U.S.A.	Professor, National Taiwan University Commissioner, Financial Supervisory Commission Public Interest Director of the Taiwan Stock Exchange	0
Shuen-Zen, Liu	Full-time Professor, Department of Business Administration, Chang Gung University Adjunct Professor, Department of Accounting, National Taiwan University	Ph.D. in Accounting, University of Pittsburgh, USA	Professor and Chair, Department of Accounting, National Taiwan University	0

Notes:None of the listed independent director nominees have served in this capacity for three consecutive years.

1. Proceed accordingly with the Company’s “Rules for Election of Directors”

Voting Results:

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EXTEMPORAL MOTIONS

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APPENDICES

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Opinion

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In our opinion, based on our audits and the reports of the other independent auditors, as described in the Other matter section of our report, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2024 and 2023, and its consolidated financial performance and its consolidated cash flows for the years ended December 31, 2024 and 2023 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.

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We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are fu

of the consolidated financial statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountants in the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the reports of the other independent auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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We did not audit the financial statements of certain consolidated subsidiaries and investments accounted for under the equity method, which statements reflect total assets of $22,556,580 thousand and $18,123,853 thousand (including investments accounted for under the equity method amounting to $7,827,464 thousand and $7,274,423 thousand), constituting 4.05% and 3.78% of consolidated total assets as of December 31, 2024 and 2023, respectively, total operating revenues of $10,395,738 thousand and $8,175,694 thousand, constituting 1.77% and 1.70% of consolidated total operating revenues for the years ended December 31, 2024 and 2023, respectively, and the share of profit and other comprehensive income of associates and joint ventures accounted for under the equity method of $1,164,759 thousand and $499,132 thousand, constituting 2.81% and 1.21% of consolidated total comprehensive income for the years ended December 31, 2024 and 2023, respectively. The financial statements of these investee companies were audited by other independent auditors whose reports thereon have been furnished to us and our opinion expressed herein, insofar as it relates to the amounts included in the consolidated financial statements and information disclosed relative to these consolidated subsidiaries and investments accounted for under the equity method, is based solely on the reports of other independent auditors.

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Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, rance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

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1. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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Chang, Shu-Chiung

Hsu, Sheng-Chung

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ASUSTEK COMPUTER INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2024 AND 2023

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

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DECEMBER 31, 2024 DECEMBER 31, 2023
ASSETS NOTES AMOUNT % AMOUNT %
Current assets
Cash and cash equivalents 6(1)
Financial assets at fair value through profit 6(2)
or loss – current
Financial assets at fair value through other 6(3)
comprehensive income – current
Financial assets at amortized cost – current 6(4)
Derivative financial assets for hedging – 6(5)
current
Notes receivable 6(6)
Trade receivables 6(6)(7)(8) and 7
Other receivables 7
Inventories 6(9)
Prepayments 9
Other current assets 8
Total current assets
Non-current assets
Financial assets at fair value through profit 6(2)
or loss – non-current
Financial assets at fair value through other 6(3)
comprehensive income – non-current
Financial assets at amortized cost – 6(4) and 8
non-current
Investments accounted for under equity 6(10)
method
Property, plant and equipment 6(11) and 8
Right-of-use assets 6(12)
Investment property
Intangible assets 6(13)
Deferred income tax assets 6(28)
Other non-current assets 6(10),8 and 9
Total non-current assets
TOTAL ASSETS
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ASUSTEK COMPUTER INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2024 AND 2023

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

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DECEMBER 31, 2024 DECEMBER 31, 2023
LIABILITIES AND EQUITY NOTES AMOUNT % AMOUNT %
Current liabilities
Short-term borrowings 6(14)(30)
Financial liabilities at fair value through 6(2)
profit or loss – current
Derivative financial liabilities for hedging 6(5)
– current
Contract liabilities – current 6(23)
Notes and trade payables 6(8) and 7
Other payables – accrued expenses 7
Current income tax liabilities
Provisions for liabilities – current 6(17) and 9
Lease liabilities – current 6(30)
Current portion of long-term borrowings 6(15)
Refund liabilities – current 6(18)
Other current liabilities 7
Total current liabilities
Non-current liabilities
Long-term borrowings 6(15)(30)
Deferred income tax liabilities 6(28)
Lease liabilities – non-current 6(30)
Other non-current liabilities 6(16)(23)
Total non-current liabilities
Total liabilities
Equity attributable to shareholders of the
parent
Share capital – common shares 6(19)
Capital surplus 6(20)
Retained earnings 6(21)
Legal reserve
Special reserve
Unappropriated retained earnings
Other equity interest 6(3)(5)(22)
Total equity attributable to shareholders of
the parent
Non-controlling interest
Total equity
TOTAL LIABILITIES AND EQUITY
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The accompanying notes are an integral part of these consolidated financial statements.

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ASUSTEK COMPUTER INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2024 AND 2023

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT EARNINGS PER SHARE IN NEW TAIWAN DOLLARS)

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YEAR ENDED DECEMBER 31
2024 2023
ITEMS NOTES AMOUNT % AMOUNT %
Operating revenue 6(23) and 7
Operating costs 6(9)(11)(12)(13)(16)
(26)(27) and 7
Gross profit
Unrealized (profit) loss from sales
Gross profit
Operating expenses 6(11)(12)(13)(16)(26)
(27), 7 and 9
Selling expenses
General and administrative expenses
Research and development expenses
Expected credit impairment gains (losses) 12(2)
Total operating expenses
Operating profit
Non-operating income and expenses
Interest income 6(4)
Other income 6(3)(24)
Other gains (losses) 6(2)(4)(5)(11)(12)
(25)
Finance costs 6(12)
Share of profit (loss) of associates and joint 6(10)
ventures accounted for under equity method
Total non-operating income and expenses
Profit before income tax
Income tax expenses 6(28)
Profit for the year
Other comprehensive income
Items that will not be reclassified to profit or loss
Gain (losses) on remeasurements of defined 6(16)(22)
benefit plans
Unrealized gains (losses) from investments in 6(3)(22)
equity instruments measured at fair value
through other comprehensive income
Share of other comprehensive income (loss) of 6(10)
associates and joint ventures accounted for
under equity method
Income tax relating to items that will not be 6(22)(28)
reclassified
Items that will be reclassified to profit or loss
Financial statements translation differences of 6(22)
foreign operations
Unrealized gains (losses) from investments in
debt instruments measured at fair value
through other comprehensive income
Gains (losses) on hedging instrument 6(5)(22)
Share of other comprehensive income (loss) of 6(10)(22)
associates and joint ventures accounted for
under equity method
Income tax relating to items that will be 6(22)(28)
reclassified
Other comprehensive income (loss) for the
year
Total comprehensive income for the year
Profit attributable to:
Shareholders of the parent
Non-controlling interest
Total comprehensive income attributable to:
Shareholders of the parent
Non-controlling interest
Earnings per share:
Basic earnings per share 6(29)
Diluted earnings per share 6(29)
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The accompanying notes are an integral part of these consolidated financial statements.

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Total equity
interest
Non-controlling
Total
Remeasurements of defined benefit plan
Interesty Gains (losses) on hedging instruments
uit
Other Eq
income
Unrealized gains (losses) from financial assets measured at fair comprehensive
value through other
arent
p Financial statements translation
differences of
foreign operations
attributable to owners of the
y
uitq Unappropriated retained earnings
E
sg
ASUSTEK COMPUTER INC. AND SUBSIDIARIES YEARS ENDED DECEMBER 31, 2024 AND 2023
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS) Retained Earnin Special reserve
Legal reserve
Capital surplus
Common shares
Legal reserve Cash dividends under equity method subsidiaries subsidiaries acquired or disposed comprehensive income Legal reserve Cash dividends under equity method subsidiaries subsidiaries acquired or disposed comprehensive income
Year ended December 31, 2024 Balance at January 1, 2024 Appropriations of 2023 earnings (Note 6(21)) Profit for the year Other comprehensive income (loss) for the year Change in associates and joint ventures accounted for Recognition of changes in ownership interest in Difference between consideration and carrying amount of Non-controlling interest Disposal of financial assets at fair value through other Group reorganization Balance at December 31, 2024 Year ended December 31, 2023 Balance at January 1, 2023 Appropriations of 2022 earnings (Note 6(21)) Profit for the year Other comprehensive income (loss) for the year Change in associates and joint ventures accounted for Recognition of changes in ownership interest in Difference between consideration and carrying amount of Non-controlling interest Disposal of financial assets at fair value through other Balance at December 31, 2023
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ASUSTEK COMPUTER INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2024 AND 2023

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

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YEAR ENDED DECEMBER 31
2024 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Income and expense that result in non-cash flows
Depreciation (including investment property and right-of-use assets)
Amortization
Expected credit impairment (gains) losses
Expected credit impairment (gains) losses – debt instruments
Net (gains) losses on financial assets or liabilities at fair value through profit or loss
Share of profit of associates and joint ventures accounted for under equity method
Interest income
Dividend income
(Gains) losses on disposal of property, plant and equipment
Gains on transfer interest of lease-back transaction
(Gains) losses on disposal of investments
(Reversal of) impairment loss
Interest expense
Others
Changes in assets and liabilities relating to operating activities
Financial assets at fair value through profit or loss
Notes receivable
Trade receivables
Other receivables
Inventories
Prepayments
Other current assets
Financial liabilities at fair value through profit or loss
Contract liabilities
Notes and trade payables
Other payables - accrued expenses
Provisions for liabilities
Refund liabilities
Other current liabilities
Other operating liabilities
Receipt of interest
Payment of interest
Receipt (Payment) of income tax
Net cash flows provided by (used in) operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at fair value through other comprehensive income
Proceeds from disposal of financial assets at fair value through other comprehensive income
Acquisition of financial assets at amortized cost
Proceeds from disposal of financial assets at amortized cost
Acquisition of investments accounted for under equity method
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisition of investment property
Acquisition of intangible assets
Changes in other non-current assets
Dividends received
Net cash flows from acquisition of subsidiaries (net of cash acquired)
Others
Net cash flows provided by (used in) investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
ncrease (decrease) in short-term borrowings
Increase in long-term borrowings
Proceeds from long-term borrowings
Payment of cash dividends
Redemption of lease liabilities
Change in non-controlling interest
Others
Net cash flows provided by (used in) financing activities
Effects due to changes in exchange rate
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
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The accompanying notes are an integral part of these consolidated financial statements.

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Chang, Shu-Chiung Hsu, Sheng-Chung

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$ 3,246,154 270,282 671,411 7,880,155 66,983,323 576,201 72,171,219 5,144,763 48,907 156,992,415 13,911 80,755,195 143,986,195 11,804,047 59,241 4,402,421 226,319 3,922,670 1,174,906 246,344,905 $ 403,337,320	1 - - 2 17 - 18 1 - 39 - 20 36 3 - 1 - 1 - 61 100	$ 3,645,910 89,380 1,054,007 6,834,338 48,318,233 53,062 56,438,034 3,530,979 29,016 119,992,959 16,365 81,528,017 123,486,358 11,795,219 112,686 4,406,464 232,092 4,806,827 1,648,725 228,032,753 $ 348,025,712	1 - - 2 14 - 16 1 -
			34
			- 24 36 3 - 1 - 1 1
			66 100

2025 Annual General Shareholders Meeting Handbook -41-

$ 13,300,000 - 855,649 64,640,872 22,567,449 1,648,772 5,897,776 21,598 910,188 109,842,304 444,153 22,217,478 38,221 1,255,520 23,955,372 133,797,676 7,427,603 16,783,484 47,046,433 693,928 134,888,504 62,699,692 269,539,644 $ 403,337,320	3 - - 16 6 - 2 - - 27 - 6 - - 6 33 2 4 12 - 34 15 67 100	$ 9,000,000 360,075 771,141 51,487,043 20,072,851 1,189,055 4,332,881 36,428 730,756 87,980,230 767,625 19,200,659 78,903 182,716 20,229,903 108,210,133 7,427,603 12,380,727 45,445,605 693,928 117,271,397 56,596,319 239,815,579 $ 348,025,712	3 - - 15 6 - 1 - -
			25
			- 6 - -
			6
			31
			2 3 13 - 34 17
			69 100

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$ 483,243,796 100 $ 395,847,521 100
( 442,563,391)( 92)( 366,982,896)( 93)
40,680,405 8 28,864,625 7
- -
134,978 ( 863,508)
40,815,383 8 28,001,117 7
( 6,421,327)( 1)( 4,667,122)( 1)
( 4,034,205)( 1)( 3,444,486)( 1)
( 15,006,781)( 3) ( 15,054,525)( 4)
( 25,462,313)( 5) ( 23,166,133)( 6)
15,353,070 3 4,834,984 1
- -
62,353 66,460
3,026,766 1 2,973,161 -
3,727,102 1 3,202,107 1
- -
( 201,742) ( 282,042)
14,336,889 3 7,044,282 2
20,951,368 5 13,003,968 3
36,304,438 8 17,838,952 4
-
( 4,910,582)( 1) ( 1,910,669)
$ 31,393,856 7 $ 15,928,283 4
( $ 1,138,821 ) - $ 19,077,859 5
1,038,364 - 1,462,974 1
7,642,368 1 157,068 -
151,461 - 1,407,286 -
-
( 1,138,995 ) - ( 93,209)
$ 6,554,377 1 $ 22,011,978 6
$ 37,948,233 8 $ 37,940,261 10
$ 42.27 $ 21.44
$ 42.03 $ 21.36
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The accompanying notes are an integral part of these separate financial statements.

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	$	36,304,438			$	17,838,952
		426,622				401,574
		236,557				235,443
(		1,852	)	(		63,906	)
(		1,682,621	)	(		788,336	)
(		14,336,889	)	(		7,044,282	)
(		62,353	)	(		66,460	)
(		2,909,330	)	(		2,857,642	)
		201,742				282,042
(		134,978	)			863,508
		4,623				31,168
		1,495,105				1,600,375
(		1,043,965	)	(		325,923	)
(		18,665,090	)			1,021,348
(		15,733,185	)			14,083,756
(		257,659	)	(		1,135,825	)
(		41,326	)	(		9,128	)
(		351,007	)	(		462,188	)
(		238,964	)			152,311
		13,153,829				7,056,575
		2,249,868				1,501,498
		1,564,895				1,016,082
		175,982				41,840
		61,409				66,249
(		196,728	)	(		306,115	)
(		1,535,378	)	(		270,889	)
(		1,316,255	)			32,862,027
		16,598				110,059
(		419,874	)	(		526,754	)
(		421,840	)	(		497,285	)
(		187,178	)	(		182,091	)
(		500,761	)			-
(		844,879	)	(		83,646	)
		11,599,919				9,640,223
		31,025				3,749
		9,273,010				8,464,255
		4,300,000		(		28,940,000	)
(		12,626,925	)	(		11,141,404	)
(		32,518	)	(		35,644	)
		2,932				5,675
(		8,356,511	)	(		40,111,373	)
(		399,756	)			1,214,909
		3,645,910				2,431,001
	$	3,246,154			$	3,645,910

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Appendix 3

(Amendment)

ASUSTEK COMPUTER INC. ARTICLES OF INCORPORATION

CHAPTER 1: GENERAL PROVISIONS

Article 1

This Company is incorporated as a company limited by shares under the Company Act, with the name of 華碩電腦股份有限公司 , and the English name of ASUSTEK COMPUTER INC.

Article 2

The business scope of the Company is as follows:

1. CC01030 Electric Appliance and Audiovisual Electric Products Manufacturing

2. CC01110 Computers and Computing Peripheral Equipments Manufacturing

3. CE01030 Photographic and Optical Equipment Manufacturing

4. CC01060 Wired Communication Equipment and Apparatus Manufacturing

5. CC01080 Electronic Parts and Components Manufacturing

6. CC01070 Telecommunication Equipment and Apparatus Manufacturing

7. F113020 Wholesale of Household Appliance

8. F113050 Wholesale of Computing and Business Machinery Equipment

9. F113070 Wholesale of Telecom Instruments

10. F116010 Wholesale of Photographic Equipment

11. F118010 Wholesale of Computer Software

12. F119010 Wholesale of Electronic Materials

13. F213030 Retail sale of Computing and Business Machinery Equipment

14. F213060 Retail Sale of Telecom Instruments

15. F218010 Retail Sale of Computer Software

16. F219010 Retail Sale of Electronic Materials

17. F216010 Retail Sale of Photographic Equipment

18. F213010 Retail Sale of Household Appliance

19. I301010 Software Design Services

20. I301020 Data Processing Services

21. I301030 Digital Information Supply Services

22. E605010 Computing Equipments Installation Construction

23. CC01101 Restrained Telecom Radio Frequency Equipments and Materials Manufacturing

24. F401021 Restrained Telecom Radio Frequency Equipments and Materials Import

25. E701030 Restrained Telecom Radio Frequency Equipments and Materials Construction

26. I599990 Other Designing

27. F401010 International Trade

28. CF01011 Medical Materials and Equipment Manufacturing

29. F108031 Wholesale of Drugs, Medical Goods

30. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

Article 3

The Company has its head office in Taipei City, Taiwan, and the Company may establish branches at suitable locations in and out of this country.

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Article 4

Any public announcement of this Company shall be made in accordance with the provisions as set forth in Article 28 of the Company Act.

Article 4-1

Due to necessity of the business operation, the Company may give guarantee and/or endorsements to others.

CHAPTER 2: SHARES

Article 5

The authorized capital of the Company is NTD 47.5 billion, divided into 4,750,000,000 shares, at a par value of NTD 10 per share. The Board of Directors is authorized to issue the shares in installments, among which, NTD 500 million divided into 50,000,000 shares at a par value of NTD 10 per share is reserved as employee stock option.

Article 5-1

Based on Company Act, the employees who are entitled to subscribe new shares、receive share 、 subscription warrants restricted stock and receive treasury stocks include the employees of parents or subsidiaries of the Company meeting certain specific requirements.

Article 6

The share certificates shall be in registered form, affixed with the signatures or personal seals of the director representing the company, and issued after the authentication in accordance with the laws. The issued shares of the Company may be exempted from printing any share certificate, but such issuance shall be duly recorded with the Taiwan Depositary & Clearing Corporation.

Article 7

The transfer of shares shall be suspended during the sixty days period before the ordinary shareholders’ meeting, thirty days period before the extraordinary shareholders’ meeting, or five days period before the record dates for distribution of dividends, bonuses or other benefits of the Company.

CHAPTER 3: SHAREHOLDERS’ MEETINGS

Article 8

The shareholder’s meetings of the Company shall be of two types, namely: (1) ordinary shareholder’s meeting and (2) extraordinary shareholder’s meetings. An ordinary shareholder’s meeting shall be convened annually within six months after the end of each fiscal year, while an extraordinary shareholder’s meeting may be convened when necessary.

Unless as otherwise provided by the Company Act, the aforementioned shareholders’ meetings shall be convened by the board of directors.

Article 9

Where a shareholder cannot attend the shareholders’ meeting for any reason, he/she/it may delegate a proxy to attend the meeting by executing a power of attorney printed by the Company specifying therein the scope of authority.

Article 10

Except in circumstances set forth in Article 179 of the Company Act where there is no voting right for a share, each share shall be entitled to one vote.

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Article 11

Unless otherwise provided in the Company Act, resolutions at a shareholders’ meeting shall be adopted by a majority of vote of the shareholders present, who represent more than one-half of the total number of shares issued.

CHAPTER 4: DIRECTORS AND AUDIT COMMITTEE

Article 12

The board meeting is composed of directors with the functions and responsibilities as follows:

• 1) To draft the organization rules and regulations of the Company;

• 2) To draft the business plan of the Company;

• 3) To propose the allocation of profit of the Company;

• 4) To propose the capital increase or decrease of the Company;

• 5) To approve the budget and produce the final accounts;

• 6) To decide the establishment or dissolution of branches;

• 7) To draft the rules for acquisition or disposition of fixed assets and for reinvestment in other businesses; and

• 8) To perform the duties as provided in other applicable laws and regulations and empowered by the shareholders’ meeting.

Article 13

The Company shall have thirteen to fifteen directors. Directors shall be elected by the shareholders’ meeting from the director candidates nomination list. The term of office for Directors shall be three years and may be re-elected. The aforesaid Board of Directors must have at least three independent directors and no less than one five of the total numbers of the directors. The qualification, nomination and other compliance of independent directors shall comply with the relevant regulations prescribed by the securities supervisory authorities.

Article 13-1

According to Securities and Exchange Act,the Company shall establish an Audit Committee.The Audit Committee shall be composed of the entire number of Independent Directoes. The authority of the Audit Committee and the other compliance issues shall be made according to the other relevant laws and regulations.

Article 14

The board of directors is composed of directors. The Chairman and the Vice Chairman shall be elected from among the directors by a majority vote at a board meeting where at least two-thirds (2/3) of the directors are present. Both the Chairman and Vice Chairman shall perform all business affairs of the Company in accordance of applicable laws and regulations, the Articles of Incorporation, and the resolutions adopted by the shareholders’ meeting and board meeting.

Article 14-1

In calling a meeting of the board of directors, a notice setting forth therein the subject(s) to be discussed at the meeting shall be given to each director no later than 7 days prior to the scheduled meeting date. However, in the case of emergency, the meeting may be convened at any time. The Company may send the notices to the board members and supervisors for the board meeting by e- mails or facsimiles instead of written notices.

Article 15

The Chairman shall preside at the shareholders’ meeting and board meeting. In the event that the Chairman is on leave or unable to perform his/her duties for any reason, his/her proxy shall act in

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accordance with Article 208 of the Company Act.

Article 16

Unless otherwise provided for in the Company Act and the Articles of Incorporation, resolutions of the board of directors shall be adopted by a majority of the directors at the meeting attended by a majority of the directors. A director may appoint another director as his/her proxy with a power of attorney in writing each time stating the scope of authority, and such proxy may only act for one person.

Article 17

The Company shall pay remuneration to the directors of the Company for the performance of the duties of the Company regardless of profit or loss of the Company. The Board of Directors is authorized to determine the amount of such remuneration based upon the extent of his/her participation and contribution to the Company. Moreover, the remuneration of the directors and supervisors shall be determined in accordance with Article 20 of the Articles of Incorporation.

Article 17-1

The Company may insure liability insurance for the directors to indemnify the potential liabilities, according to the relevant laws, to be borne by the directors and supervisors when perform their duties during their term.

CHAPTER 5: MANAGERS

Article 18

The Company may have managers whose appointment, dismissal and remuneration shall be handled in accordance with Article 29 of the Company Act, and the payment standards for the remuneration shall be handled in accordance with the Regulations Governing Human Resource Management of the Company.

CHAPTER 6: ACCOUNTING

Article 19

At the end of every fiscal year, the board of directors shall prepare the following statements and record of accounts, and then submit to the shareholders’ meeting for recognition:

• 1) Business report

• 2) Financial statements

• 3) Proposal for distribution of profits or appropriation of losses

Article 20

The current year’s profit, if any, should be used first to cover accumulated deficit, and then the remaining balance shall be distributed: no less than 1% as employees’ compensation, and no more than 1% as directors’ remuneration. The aforementioned employee remuneration should reserve no less than 20% for the remuneration of junior employees.

The recipients of employees’ compensation, include the employees of parents or subsidiaries of the company meeting certain specific requirements.

Article 20-1

The current year’s net income, if any, shall offset prior years’ operating losses and then 10% of the remaining amount shall be set aside as legal reserve. When such legal reserve amounts to the total authorized capital, the Company shall not be subject to this requirement. The Company may then appropriate or reverse a certain amount as special reserve according to the demand for the business

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or relevant regulations. After the distribution of earnings, the remaining earnings and prior years’ undistributed earnings may be appropriated according to a resolution of the Board of Directors adopted in the shareholders’ meeting.

Article 20-2

The Company is facing a rapidly changing industrial environment, with the life cycle of the industry in the growth phase. In light of the long-term financial plan of the Company and the demand for cash by the shareholders, the Company should distribute cash dividends of not less than 10% of the total dividends declared.

CHAPTER 7: SUPPLEMENTARY PROVISIONS

Article 21

The re-investments made by the Company may exceed 40% of its paid-in capital; the board of directors is authorized to make any such re-investments.

Article 22

Any matters not covered herein shall be governed by the Company Act and applicable laws and regulations.

Article 23

The Articles of Incorporation was established on March 28, 1990. (Omission); the twenty-first on June 13, 2007 ; the twenty-second on June 11, 2008; the twenty-third amendment was made on April 22, 2010; the twenty-fourth amendment was made on June 17, 2013; the twenty-fifth amendment was made on June 12, 2015; the twenty-sixth amendment was made on June 8, 2016; and the twentyfifth amendment was made on June 12, 2015; the twenty-seventh amendment was made on July 28, 2016; the twenty-eighth amendment was made on June 18, 2019; the twenty-ninth amendment was made on July 30, 2021; the thirtieth amendment was made on May 28, 2025.

ASUSTEK COMPUTER INC.

Chairman: Jonney Shih

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Appendix4

ASUSTEK COMPUTER INC. Rules for Election of Directors

Revision Date: July 30,2021

Article 1 The Company’s directors are elected in accordance with the Rules for Election of Directors.

• Article 2 The Company’s directors are elected in the shareholders’ meeting by single-ballot voting method. The Company’s directors shall be elected by a candidate nomination system and elected by the shareholders’meeting of the list of candidates.

• The identity of the voter can be replaced with the attendance card number on the ballot. For the election of the Company’s directors and supervisors, each stock share represents the voting right equivalent to the number of persons to be elected. Stock shares can be collected to focusing on electing one person or more than one person. The election of independent directors and non-independent directors shall be held together, however, that the number of independent directors and non-independent directors elected shall be calculated separately.

• Article 3 The Company’s directors with higher voting rights received are elected sequentially in accordance with the number of seats defined in the Articles of Associations. If there are two candidates received same votes causing the total elected candidates exceeding the number of seats available, the two candidates who received same voting rights are to take a ballot for the seat; also, the Chairman is to take the ballot on behalf of the absentee.

• Article 4 The board of directors or the person with the right to convene should prepare the same ballot as the number of directors to be elected.Fill in the number of voting rights on the ballot and distributed to shareholders attending the shareholders meeting.

• Article 5 The Chairman is to have election officials and tellers appointed at the beginning of the election for job performance. The scrutineer must be a shareholder.

• Article 6 The Company is to prepare the ballot box and it is examined by the election officials in public.

Article 7 Ballot is invalid upon the occurrence of any of the following:

• 1.The ballot was not prepared by Board of Dirtors or the person with the right to convene. 2. Blank ballot is cast into the ballot box.

• The writing is unclear and indecipherable or has been altered.

• The candidate whose name is entered in the ballot does not conform to the director candidate list.

• Other words or marks are entered in addition to the number of voting rights allotted.

• Article 8 Open the ballot and record the votes at the end of voting under the supervision of the election officials and announce the result immediately by the Chairman.

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Article 9 The matters that are not provided in the Rules for Election of Directors will be processed in accordance with the Company Law and related regulations.

Article 10 These Rules and any revision thereof shall become effective after approval at the shareholders' meeting.

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Appendix5

Shareholders Meeting Rules of ASUSTeK Computer Inc.

Date of Amendment: March 22, 2007

Promulgated in accordance with the ruling of the Securities and Futures Commission, Ministry of Finance dated August 4, 1997 (Ref. No. (86)Tai-Tsai-Zheng-(3)-No.04109)

• Article 1: Unless otherwise required by laws and regulations, the shareholders meeting of the Company shall be held in accordance with these Rules.

• Article 2: When the attending shareholders or proxy attends the shareholders meeting, he/she shall sign on the attendance sheet or deliver an attendance card in place of signing, and conduct the attendance procedures.

• The number of shares present shall be calculated based on the attendance sheet or the attendance cards delivered.

• Article 3: The attendance and voting at the shareholders meeting shall be calculated based on the shares.

• Article 4: The place of the shareholders meeting shall be at the office of the Company or at a location convenient to the shareholders and suitable for convening a shareholders meeting. The time of the meeting may not be earlier than 9 a.m or later than 3 p.m.

• Article 5: When the shareholders meeting was convened by the Board of Directors, the shareholders' meeting shall be presided by the Chairman of the Board of Directors. If the Chairman is absent or is unable to exercise the duties for certain reasons, the viceChairman shall act on his/her behalf. If the vice-Chairman is absent or is unable to exercise the duties for certain reasons, the Chairman may designate the managing director to act on his/her behalf; if there is no managing director, one of the directors may be designated to act on his/her behalf. Where the Chairman does not designate a proxy, the managing director or directors may elect a person among themselves to act on behalf of the Chairman.

• When the shareholders meeting was convened by other persons who have the convening right, the shareholders' meeting shall be presided by the convener.

• Article 6: The Company may designate the attorneys, accountants or relevant personnel engaged to present in the shareholders meeting. The staffs handling the shareholders meeting shall wear identification cards or armband.

• Article 7: The Company shall sound record or video record the whole process of the shareholders meeting and shall preserve it for at least one year.

• Article 8: Upon the starting time of the meeting, the chairman shall order the meeting to begin. However, where the shareholders present represent half or less than half of the total outstanding shares, the chairman may postpone the meeting for a total of two times. The postponed time may not in total exceed one hour. Where after two postponements, the shareholders present still do not meet the quorum but represent onethird or more of the total outstanding shares, a tentative resolution may be passed in accordance with Paragraph 1, Article 175 of the Company Act. If the shares present represent more than half of the total outstanding shares before the end of the meeting, the chairman may propose the tentative resolution to the shareholders meeting for voting in accordance with Article 174 of the Company Act.

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• Article 9: If the shareholders meeting is convened by the Board of Directors, its agenda shall be stipulated by the Board of Directors, and the meeting shall be held in accordance with the agenda and may not be changed without the resolution of the shareholders meeting.

• When the shareholders meeting was convened by other persons who have the convening right, the above paragraph shall apply mutatis mutandis.

• Before the closing of the discussions (including provisional motions) stipulated in the agenda under the above two paragraphs, the chairman may not announce the adjournment of the meeting without resolution.

• After the adjournment of the meeting, the shareholders may not elect a chairman to continue the meeting at the original address or at another location.

• Article 10: Before a shareholder makes a statement, he/she must complete a statement slip stating the subject of the statement, the shareholder number (or attendance card number) and shareholder name, and the chairman shall determine the order of his/her statement. Where a shareholder present only completed a statement slip but did not make a statement, he/she will be deemed to not have made a statement. Where the statement made is inconsistent with that stated on the statement slip, the statement made will prevail.

• When a shareholder present makes a statement, the other shareholders may not make a statement and interfere, unless consent is obtained from the chairman and the shareholder making the statement. The chairman shall restrain such interfering shareholder.

• Article 11: For each proposal, a shareholder may not make more than two statements, unless consent is obtained from the chairman. Each statement may not exceed five minutes. The chairman may restrain the shareholder form making the statement if he/she violates the above provisions or has exceeded the scope of the proposal.

• Article 12: Where an institution is delegated to attend the shareholders meeting, it may only appoint one representative to attend. Where the institution appoints two or more representatives to attend the shareholders meeting, only one person may make a statement for each proposal.

• Article 13: After a shareholder makes a statement, the chairman may respond him/herself or designate a relevant person to respond.

• Article 14: Where the chairman believes that the proposal discussed may be resolved, he/she may announce the ending of the discussion and propose that votes be made.

• Article 15: The personnel supervising and calculating the votes for the proposals shall be designated by the chairman, but the supervising personnel shall be a shareholder. The result of the votes shall be announced on the spot and recorded.

• Article 16: During the meeting, the chairman may announce recesses at his/her own discretion.

• Article 17: Unless otherwise specified in the Company Act and the Articles of Incorporation, resolutions at a shareholders' meeting shall be adopted by a majority vote of the shareholders present. When making a resolution, if shareholders present have no objections upon the inquiry of the chairman, it will be deemed as adopted and its effect shall be the same as resolution by voting.

• Article 18: When a proposal has an amendment or a replacement, the chairman may combine it with the original proposal and determine the order of resolution. If one of the proposals is resolved, the other proposals will be deemed as rejected and there is no need to make another resolution.

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• Article 19: The chairman may instruct the security officer to assist in maintaining the order of the meeting. The security officer shall wear an arm-band with the word "Security" when assisting in the maintenance of the order of the meeting.

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Appendix 6

Shareholdings of the Directors of ASUSTeK Computer Inc.

1. The paid-in capital of the Company is NTD7,427,602,800 , with a total of 742,760,280 outstanding shares.

2. According to Article 26 of the Securities and Exchange Act, the minimum number of shares to be held by the entire directors is 23,768,328 shares.

3. As of the date for suspending the share transfer for this shareholders meeting, the shareholding of each individual and entire directors stipulated in the shareholders roster is as follows:

March 30, 2025

Title	Name	Election Date	Term	Shareholding	Percentage of Shareholding
Chairman	Tsung-Tang, (Jonney) Shih	June 8, 2022	3 years	30,093,638	4.05%
Vice- Chairman	Shih-Chang, (Ted) Hsu	June 8, 2022	3 years	7,346,683	0.99%
Director	Chiang-Sheng, (Jonathan)Tseng	June 8, 2022	3 years	1,423,093	0.19%
Director	Hsien-Yuen, (SY) Hsu	June 8, 2022	3 years	107,019	0.01%
Director	Su-Pin, (Samson) Hu	June 8, 2022	3 years	100,592	0.01%
Director	Yen-Cheng, (Eric) Chen	June 8, 2022	3 years	157,527	0.02%
Director	Min-Chieh, (Joe) Hsieh	June 8, 2022	3 years	5,000	0.00%
Director	Yu-Chia, (Jackie) Hsu	June 8, 2022	3 years	21,000	0.01%
Director	Tze-Kaing, Yang	June 8, 2022	3 years	0	0.00%
Director	Hsing-Chuan, (Sandy)Hu Wei	June 8, 2022	3 years	1,557,446	0.21%
Independent Director	Chung-Hou, Tai	June 8, 2022	3 years	36,459	0.01%
Independent Director	Ming-Yu, Lee	June 8, 2022	3 years	0	0.00%
Independent Director	Chun-An, Sheu	June 8, 2022	3 years	0	0.00%
Independent Director	Ruey-Shan, (Andy) Guo	June 8, 2022	3 years	0	0.00%
Independent Director	Hui-Chin,(Audrey) Chou Tseng	June 8, 2022	3 years	0	0.00%
Total shareholding of entire directors				40,848,457	5.50%

Note : The shareholdings stated in the table exclude "number of shares under trust with discretion reserved."

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Appendix 7

Other Explanation Items

1. The acceptance of the shareholders' proposals for the shareholders meeting this year: (a) According to Article 172-1 of the Company Act, shareholder(s) holding one percent (1%) or more of the total number of outstanding shares of a company may propose to the company a proposal for discussion at a shareholders' general meeting. The number of words of a proposal to be submitted by a shareholder shall be limited to not more than three hundred (300) words, and more than one proposal or any proposal containing more than 300 words shall not be included in the agenda of the shareholders' meeting. The shareholder who has submitted a proposal shall attend, in person or by a proxy, the shareholders' general meeting and shall take part in the discussion of such proposal.

2. (b) The period for acceptance of shareholders' proposal: From March 21, 2025 to March 31, 2025, 9 a.m. to 5 pm; the information has been announced on the Market Observation Post System.

3. (c) The Company did not receive any shareholders' proposal during the aforesaid period.

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