AUO — AGM Information 2021

Sep 2, 2021

Time Sensitive Materials

Depositary's Notice of the 2021 Annual General Shareholders' Meeting of AU OPTRONICS CORP.

ADSs: American Depositary Shares evidenced by American Depositary Receipts (“ADRs”). Both Share ADSs and Temporary ADSs are deemed to be ADSs. ADS CUSIP No.: 002255107. ADS Record Date: April 9, 2021. Meeting Specifics: 2021 Annual General Shareholders’ Meeting - June 10, 2021 at 9:30 A.M. (local time) (Meeting Room in the Company's Global Research Center) No. 1, Gongye E. 3rd Rd., East Dist., Hsinchu Science Park, Hsinchu City 30075, Taiwan, Republic of China (the “Meeting”). Meeting Agenda: Please refer to the Company's Notice of Meeting enclosed herewith. ADS Voting Instructions Deadline: On or before 10:00 A.M. (New York City time) on June 3, 2021. ADS Ratio: 10 Common Shares to 1 ADR. Depositary: Citibank, N.A. Custodian of Deposited Securities: Citibank Taiwan Ltd. Deposit Agreement: Deposit Agreement, dated as of May 29, 2002, as amended by Amendment No. 1 to Deposit Agreement, dated as of February 15, 2006, by and among the Company, the Depositary and all Holders and Beneficial Owners of ADSs, evidenced by ADRs, issued thereunder, and as further amended by the Letter Agreement dated October 1, 2006, between the Company and the Depositary.

To be counted, your Voting Instructions need to be received by the Depositary prior to 10:00 A.M. (New York City time) on June 3, 2021 .

Note that if you do not timely return the Voting Instructions to the Depositary, the Deposited Securities represented by your ADRs may nevertheless be voted upon the terms set forth in the Deposit Agreement.

The Company has announced that an Annual General Meeting of Shareholders will be held at the date, time and location identified above. The 2020 Business Report and Financial Statements, as well as other information in connection with the Annual General Meeting of Shareholders of AU Optronics Corp., will be posted on the Company's website https://www.auo.com/en-global/Stock_Services/index. A copy of the Notice of Meeting from the Company which includes the agenda for such Meeting is enclosed.*

Holders of ADSs wishing to give Voting Instructions to the Depositary must sign, complete and return the enclosed Voting Instructions prior to the ADS Voting Instructions Deadline in the enclosed pre-addressed envelope.

Upon timely receipt of signed and completed Voting Instructions from a Holder of ADSs, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Deposited Securities, to cause the Depositary’s nominee as representative of Holders, to vote (by means of the appointment of a proxy or otherwise), the Deposited Securities in respect of which Voting Instructions have been received in the manner described herein.

Please note that, in accordance with and subject to the terms of Section 4.10(b) of the Deposit Agreement, Holders of ADSs have no individual voting rights with respect to the Deposited Securities represented by their ADSs. Each Holder of ADSs shall be deemed by acceptance of ADSs or acquisition of any beneficial interest therein, to have authorized and directed the Depositary’s nominee, without liability, to appoint the Chairman of the Board of Directors of the Company or the Chairman’s designate (the “Voting Representative”), as representative of the Depositary’s nominee, who is registered in the Republic of China as a representative of the Holders and Beneficial Owners in respect of the Deposited Securities, to vote the Deposited Securities.

Please also note that, in accordance with and subject to the terms of Section 4.10(c) of the Deposit Agreement, if Holders of ADSs together holding at least 51% of all the ADSs outstanding as of the ADS Record Date, shall instruct the Depositary prior to the ADS Voting Instructions Deadline, to vote in the same manner in respect of one or more resolutions to be proposed at the Meeting (including resolutions for the election of directors), the Depositary shall notify the Voting Representative as the representative of the Holder of ADSs to attend the Meeting and vote all Deposited Securities evidenced by ADSs outstanding in the manner so instructed by such Holders. If voting instructions are received by the Depositary as of the ADS Voting Instructions Deadline which are signed but without further indication as to voting instructions, the Depositary shall deem such Holder to have instructed a vote in favor of the items set forth in such instructions.

Please further note that, in accordance with and subject to the terms of Section 4.10(d) of the Deposit Agreement, if for any reason, the Depositary has not, prior to the ADS Voting Instructions Deadline, received instructions from Holders of ADSs, together holding at least 51% of all ADSs outstanding at the ADS Record Date, to vote in the same manner in respect of any resolution (including resolutions for the election of directors) to be proposed at the Meeting, the Holders of ADSs shall be deemed to have authorized and directed the Depositary’s nominee to authorize the Voting Representative, as the representative of the Holder’s ADSs to attend and vote at the Meeting all the Deposited Securities represented by ADSs then outstanding in his/her discretion; provided, however, that the Depositary will not give a discretionary proxy as described if it fails to receive a satisfactory opinion from the Company’s Republic of China counsel prior to the meeting. In such circumstances, the Voting Representative shall be free to exercise the votes attaching to the Deposited Securities in any manner she/he wishes, which may not be in the best interest of Holders.

_____ *As set forth in Section 4.10 of the Deposit Agreement, Holders of record of ADSs as of the close of business on the ADS Record Date, will be entitled, subject to applicable provisions of the laws of the Republic of China and the Articles of Incorporation of the Company, and the provisions of or governing the Deposited Securities to instruct the Depositary as to the exercise of the voting rights pertaining to the Deposited Securities represented by such Holders’ ADSs.

Please also note that pursuant to Section 3.5 of the Deposit Agreement, the Company may restrict transfers of ADSs where such transfer may result in the total number of Deposited Securities represented by such ADSs owned by a single Holder or Beneficial Owner to exceed limits imposed by applicable law, the Republic of China Securities and Futures Bureau or the Taiwan Stock Exchange, or the Articles of Incorporation of the Company, and may instruct the Depositary to take action including, but not limited to, the removal or limitation of voting rights with respect to any Holder or Beneficial Owner of ADSs representing Deposited Securities in excess of such limits.

Please also note that the Company has informed the Depositary that, pursuant to Article 165 of the Company Law of the Republic of China, the registration of shareholders of the Company will cease from April 12, 2021 to June 10, 2021.

The information contained herein with respect to the Meeting has been provided by the Company. Citibank, N.A. is forwarding this information to you solely as Depositary and in accordance with the terms of the Deposit Agreement and disclaims any responsibility with respect to the accuracy of such information. Citibank, N.A. does not, and should not be deemed to, express any opinion with respect to the proposals to be considered at the Meeting. The rights and obligation of Holders and Beneficial Owners of ADSs, the Company and the Depositary are set forth in their entirety in the Deposit Agreement and summarized in the ADR. If you wish to receive a copy of the Deposit Agreement, please contact the Depositary at the number set forth below.

If you have any questions about the way in which Voting Instructions may be delivered to the Depositary, please contact Citibank, N.A. - ADR Shareholder Services at 877-CITI-ADR (877-248-4237).

Citibank, N.A., as Depositary