AUO - AGM Information 2021 | FinancialReports.eu

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TWSE ： 2409 OTC Markets ： AUOTY

AU OPTRONICS CORP.

2021 Annual General Shareholders’ Meeting

Meeting Agenda (Translation)

Date: June 10, 2021

NOTES TO SHAREHOLDERS:

For the Company’s 2020 annual report, please refer to the Company’s website at -

https://www.auo.com/en global/Stock_Services/index

For the significant differences in the corporate governance between the practices of US and ROC, please refer to the above path of the Company’s website.
Shareholders who wish to obtain the 2020 annual report may request a copy to be sent, free of charge, by contacting the Depositary at 1-888-301-6618 or https://app.irdirect.net/company/49733/hotline/
Minutes of the Company’s 2021 Annual General Shareholders’ Meeting will be available on the Company’s website within 20 days after the Meeting at
https://www.auo.com/en global/Stock_Services/index

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I. Meeting Procedure

II. Meeting Agenda

III. Attachments

2020 Business Report
Audit Committee’s Review Report 3. Independent Auditors’ Report and 2020 Parent Company Only Financial Statements 4. Independent Auditors’ Report and 2020 Consolidated Financial Statements
2020 Earnings Distribution Proposal
Terms and Conditions for Issuance of Overseas or Domestic Convertible Bonds in Private Placement (Tentative)
Comparison table for the Handling Procedures for Acquisition or Disposal of Assets and Handling Procedures for Providing Endorsements and Guarantees for Third Parties before and after amendment

IV. Appendices

Shareholding of Directors
AUO Rules and Procedures for Shareholders’ Meeting 3. Articles of Incorporation
Influence of Proposed Stock Dividend Distribution upon 2021 Operating Performance, Earnings Per Share, and Return on Investment

------Disclaimer----

THIS IS A TRANSLATION OF THE AGENDA FOR THE 2021 ANNUAL GENERAL SHAREHOLDERS’ MEETING OF AU OPTRONICS CORP. THE TRANSLATION IS FOR REFERENCE ONLY. IF THERE IS ANY DISCREPANCY BETWEEN THE ENGLISH VERSION AND CHINESE VERSION, THE CHINESE VERSION SHALL PREVAIL.

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I. Meeting Procedure

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AU Optronics Corp.

2021 Annual General Shareholders’ Meeting Procedure

Call Meeting to Order
Chair’s Address
Report Items
Recognition Items
Discussion Items
Extraordinary Motions
Meeting Adjourn
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II. Meeting Agenda

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AU Optronics Corp.

2021 Annual General Shareholders’ Meeting Agenda

Time: 9:30 a.m., June 10, 2021, Thursday

Place: Meeting Room in AUO's Global Research Center

(No. 1, Gongye E. 3rd Rd., East Dist., Hsinchu Science Park, Hsinchu City)

Attendants: All shareholders or their proxy holders

Chair: Shuang-Lang (Paul) Peng, Chairman

1. Chair’s Address

2. Report Items

(1) To report the business of 2020
(2) Audit Committee's Review Report and Communication between members of Audit Committee and head of Internal Audit
(3) To report the cash dividend distribution of 2020
(4) To report the distribution of employees’ and directors’ remuneration of 2020
(5) To report the indirect investments in China in 2020
(6) To report the issuance of securities in private placement

3. Recognition Items

(1) To recognize 2020 Business Report and Financial Statements
(2) To recognize the proposal for the distribution of 2020 earnings

4. Discussion Items

(1) To approve issuance of new common shares for cash to sponsor issuance of the overseas depositary shares and/or issuance of new common shares for cash in public offering and/or issuance of new common shares for cash in private placement and/or issuance of overseas or domestic convertible bonds in private placement
(2) To approve the amendment to Handling Procedures for Acquisition or Disposal of Assets and Handling Procedures for Providing Endorsements and Guarantees for Third Parties
(3) To lift non-competition restrictions on board members
Extraordinary Motions
Meeting Adjourn
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Report Items

To report the business of 2020
Explanation: The 2020 Business Report is attached hereto as Attachment 1 (pages 16-18).
Audit Committee's Review Report and Communication between members of Audit Committee and head of Internal Audit
Explanation: The Audit Committee’s Review Report is attached hereto as Attachment 2 (page 19). Please refer to page 23 in 2020 Annual Report for the communication between members of Audit Committee and head of Internal Audit.
To report the cash dividend distribution of 2020

Explanation:

(1) The dividend distribution in the form of cash shall be approved by the Board and a report of such distribution shall be submitted to the shareholders’ meeting, in accordance with Article 15-1 of the Articles of Incorporation of the Company.
(2) The available earnings for distribution was NT$2,850,966,845 at the end of the 2020 period, and the Company distributed dividends of NT$0.3 per common share, have been approved by the meeting of board of directors held on March 16, 2021, and proposed that the Chairman of the Board of Directors is authorized to determine the ex-dividend date and payment date for the cash dividend distribution and other related matters.
(3) If the dividend distribution ratio is adjusted due to change of the Company's total number of outstanding common shares it is proposed that the Chairman of Board of Directors is authorized to adjust the ratio of dividend to be distributed to each common share based on the total amount approved by the 2021 Annual General Shareholders’ Meeting to be distributed and the actual number of common shares outstanding on the record date for distribution.
To report the distribution of employees’ and directors’ remuneration of 2020
Explanation: Distribution of NT$253,492,567 and NT$8,275,057 in cash as remunerations to employees and directors, respectively, have been approved by the meeting of board of directors held on March 16, 2021.
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5. To report the indirect investments in China in 2020

Explanation: Below please see the Company’s indirect investments in China as of December 31, 2020:

2020:
Investee	Accumulated investment amount from R.O.C. (Note 1)	Method of investment	Caps for total investment amount in China(Note 2)
AU Optronics (Suzhou) Corp., Ltd.	NT$5,701,400 thousand	Indirect investment through offshore entities	NT$116,274,219 thousand
AU Optronics (Shanghai) Co., Ltd.	NT$28,507 thousand
AU Optronics (Xiamen) Corp.	NT$7,126,750 thousand
AU Optronics Manufacturing (Shanghai)Corp.	NT$2,280,560 thousand
AU Optronics (Kunshan) Co., Ltd.	NT$13,971,566 thousand

Note 1: The amount of New Taiwan dollars (“NT$”) is calculated based on the exchange rate on the Company's balance sheet date.
Note 2: The cap shall be 60% of NT$193,790,365 thousand (i.e., the Company's net worth as shown in the Company's balance sheet as of December 31, 2020).

6. To report the issuance of securities in private placement

Explanation:

(1) It has been approved by the Annual General Shareholders’ Meeting held on June 17, 2020 to authorize the Board of Directors (“Board”), within the limit of 945 million common shares, depending on the market conditions and the Company’s capital needs, to choose appropriate timing and one or more fund raising instruments to issue new common shares for cash to sponsor issuance of the overseas depositary shares and/or new common shares for cash in public offering and/or new common shares for cash in private placement and/or overseas or domestic convertible bonds in private placement in accordance with the applicable laws and regulations.
(2) In accordance with paragraph 7of Article 43-6 of the Securities and Exchange Act, the private placement may be carried out within one year of the date of the resolution of the shareholders’ meeting.
(3) In case the amount of the aforementioned fundraising has not been completed prior to the 2021 Annual General Shareholders’ Meeting, the remaining amount will be canceled from the date of the 2021 Annual General Shareholders’ Meeting.
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Recognition Items

To recognize 2020 Business Report and Financial Statements (proposed by the Board)
Explanation:
(1) The 2020 Financial Statements were audited by the independent auditors, Wei, Shing-Hai and Lu, Chien-Hui of KPMG.
(2) For the 2020 Business Report, Independent Auditors’ Report, and the 2020 Financial Statements, please refer to Attachments 1 and 3-4 (pages 16-18 and pages 20-37).

Resolution:

To recognize the proposal for the distribution of 2020 earnings (proposed by the Board)
Explanation: For the Proposal for 2020 Earnings Distribution, please refer to Attachment 5 (page 38).

Resolution:

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Discussion Items

To approve issuance of new common shares for cash to sponsor issuance of the overseas depositary shares ("DR Offering") and/or issuance of new common shares for cash in public offering and/or issuance of new common shares for cash in private placement ("Private Placement Shares") and/or issuance of overseas or domestic convertible bonds in private placement ("Private Placement CB") (proposed by the Board)

Explanation:

(1) The purpose and the limit of the fund raising:

In order to invest in equipment and technology of high-end products, enrich working capital, have sound financial structure and/or support the Company’s funding needs for long term development, it is hereby proposed that the shareholders meeting to authorize the Board, within the limit of 945 million common shares, depending on the market conditions and the Company’s capital needs, to choose appropriate timing and fund raising instrument(s), to issue new common shares for cash to sponsor DR Offering and/or issue new common shares for cash in public offering and/or issue Private Placement Shares and/or issue Private Placement CB, in accordance with the applicable laws and regulations and the following handling principles. For issuance of Private Placement CB, the number of common shares to be converted within the limit of 945 million common shares shall be calculated in accordance with the conversion price determined at the time of issuance of such Private Placement CB.

(2) Fund raising method(s) and handling principles:

I. Issuance of new common shares for cash to sponsor DR Offering:
(i) The issue price of the new common shares will be decided with reference to (a) the closing price of the Company’s common shares or overseas depositary shares on the pricing date or (b) the average closing price of the Company’s common shares or overseas depositary shares 1, 3 or 5 trading days prior to the pricing date (hereinafter, each of (a) and (b) is referred to as the "Reference Price"). The Chairman of the Board (“Chairman”) is authorized to coordinate with the foreign lead-underwriter(s) of the DR Offering to determine the actual issue price in accordance with market conditions, provided that, the actual issue price shall not be less than 90% of the Reference Price deducting shares issued as stock dividends, shares cancelled in connection with capital reduction and the cash dividends.

The Reference Price and the actual issue price shall be decided in accordance with market practice and applicable law and regulations. In addition, assuming that the maximum amounts of the common shares planned to be issued is 945 million shares, accounts for 9.94% of the Company’s total outstanding common shares on the record date of the Company’s 2020 annual shareholders meeting, and the actual issue price shall be no less than 90% of the Reference Price deducting shares issued as stock dividends, shares cancelled in connection with capital reduction and the cash dividends, it is unlikely that such issuance will have a material dilutive effect on the shareholding of the current shareholders. Therefore, the issue price of the new common shares to be issued in connection with the DR Offering shall be reasonable and will not have a material adverse effect on the rights and benefits of the current shareholders.

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(ii) Except that 10% to 15% of the new common shares shall be allocated for the employees' subscription in accordance with the applicable law, in accordance with Article 28-1 of the Securities and Exchange Act, it is proposed to the shareholders' meeting to seek the approval of the waiver of the rights to subscribe the remaining shares and such remaining shares shall be offered to the public by issuing the DR Offering. The Chairman is authorized to, depending on the market needs, allocate the unsubscribed new common shares by employees of the Company as underlying shares of the global depositary shares or to specific counterparties.
II. Issuance of new common shares for cash in public offering:
(i) The par value of the new common shares to be issued is NT$10 per share. It is proposed to authorize the Chairman to coordinate with the underwriter(s) of the public offering to determine the actual issue price in accordance with the Taiwan Securities Association's Self-regulatory Rules Governing the Provision of Advisory Services by Underwriter Members to Issuing Companies for Offering and Issuing Securities and the market conditions. The issue price shall be reported to, and be accepted by the regulatory authority before issuance.
(ii) It is proposed to authorize the Board to choose either of the following methods to sell the new shares in the public offering through the underwriter(s) ：
(a) Except that 10% to 15% of the new shares shall be offered to employees in accordance with Article 267, Paragraph I of the Company Act, in accordance with Article 28-1 of the Securities and Exchange Act, it is proposed to the shareholders' meeting to seek the approval of the waiver of the pre-emptive rights to subscribe the remaining shares and such remaining shares shall be offered to the public via book building. It is proposed that the Chairman to be authorized to allocate the unsubscribed new common shares by employees of the Company to specific counterparties at the issue price.
(b) Except that 10% to 15% of the new shares shall be offered to employees in accordance with Article 267, Paragraph I of the Company Act, in accordance with Article 28-1, Paragraph 2 of the Securities and Exchange Act, it is proposed that 10% of the new shares shall be sold in the public offering through the underwriter(s) and the remaining shares shall be subscribed to by the current shareholders of the Company in accordance with their shareholding. It is proposed that the Chairman to be authorized to allocate any unsubscribed new common shares by employees or shareholders of the Company to specific counterparties at the issue price.

III. Issuance of Private Placement Shares and/or Private Placement CB:

(i) Basis and reasonableness for determination of the subscription price of the Private Placement Shares and issue price of Private Placement CB:
(a) The higher of the following two calculations shall be the reference price of the Private Placement Shares: (x) the simple average closing price of the Company’s common shares for either 1, 3 or 5 trading days prior to the pricing date; or (y) the
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simple average closing price of the Company’s common shares for 30 trading days prior to the pricing date, after deducting shares issued as stock dividends, shares cancelled in connection with capital reduction and the cash dividends.

(b) The issue price of the Private Placement Shares shall be no less than 80% of the above Reference Price. It is proposed to authorize the Board to decide the actual issue price within the range approved by the shareholders meeting, depending on the status of inquiring specific investor(s) and market conditions.

The issue price of the Private Placement CB shall be no less than 80% of the theoretical price.

(c) As aforementioned, the subscription price of the Private Placement Shares and issue price of Private Placement CB shall be determined with reference to the price of the Company’s common shares and the theoretical price in accordance with the Directions for Public Companies Conducting Private Placements of Securities. Therefore, the price should be reasonable.
(ii) The method, purpose, necessity and expected benefits to determine specific investor(s):

The investors to subscribe to the Private Placement Shares and/or Private Placement CB must meet the qualifications listed in Article 43-6 of the Securities and Exchange Act and are limited to strategic investor(s). Priority will be given to the investor(s) who could benefit the Company's long term development, competitiveness, and existing shareholders' rights. The Board is fully authorized to determine the specific investor(s). The purpose, necessity and projected benefits for choosing strategic investor(s) are to accommodate the Company’s operation and development needs to have the strategic investor(s) to assist the Company, directly or indirectly, in its finance, business, manufacturing, technology, procurement, management, and strategy development, etc. so to strengthen the Company’s competitiveness and enhance its operational efficiency and long term development.

(iii) The necessity of issuance of Private Placement Shares and/or Private Placement CB:

Considering the effectiveness and convenience for issuance of the Private Placement Shares/Private Placement CB and/or to accommodate the Company’s development planning, including inviting the strategic investor(s), it would be necessary to issue the Private Placement Shares and/or Private Placement CB.

(iv) For the Private Placement Shares and/or the new common shares to be issued upon conversion of Private Placement CB, after three full years following the delivery date of the Private Placement Shares/Private Placement CB, the Board is authorized to apply for approval from the Taiwan Stock Exchange ("TWSE") acknowledging that the Private Placement Shares /new common shares to be issued upon conversion of Private Placement CB meet the requirements for TWSE listing before the Company file with the Financial Supervisory Commission for retroactive handling of public issuance procedures for such shares and submitting application with TWSE for listing in TWSE.
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(v) The tentative terms and conditions of the Private Placement CB ("Offering Plan") are shown in Attachment 6 (pages 39-41).
(3) The usage, the schedule and the expected benefits of the funds raised:

The Company plans to use the funds raised from the DR Offering and/or issuance of the new common shares in public offering and/or issuance of the Private Placement Shares and/or Private Placement CB to invest in equipment and technology of high-end product, enrich working capital, strengthen financial structure and/or support the Company’s funding needs for long term development. The Company plans to use such funds within three years after completing the fund raising. It is expected that by using such funds, the Company’s competitiveness will strengthen and the operational efficiency will improve.

(4) The new common shares to be issued to sponsor the DR Offering, the new common shares to be issued in public offering, Private Placement Shares and the new common shares to be issued upon conversion of Private Placement CB will be issued in the script less form. Except that the Private Placement Shares and the new common shares to be issued upon conversion of Private Placement CB shall be subject to a time period of selling restrictions for three years after the delivery date of the Private Placement Shares/Private Placement CB under Article 43-8 of the Securities and Exchange Act, the new common shares to be issued to sponsor the DR Offering, the new common shares to be issued in public offering, the Private Placement Shares and the new common shares to be issued upon conversion of Private Placement CB shall have the same rights and obligations as the Company’s existing issued and outstanding common shares.
(5) Under the situation where the issue price of the new common shares to be issued to sponsor the DR Offering, or the new common shares to be issued in public offering, Private Placement Shares and the conversion price for the Private Placement CB is set at a price less than the par value due to the market change, the reasons that the Company do not adopt other fund raising methods and the reasonableness for such determination is as follows:

This is mainly based on the consideration of the sound operation of the Company and the security of its financial structure that issuing equity related securities for fund raising is more appropriate than pure debt financing. If the Company decides to use the fund raising methods, such as issuing new shares for cash to sponsor the DR Offering, issuing new shares for cash in public offering, and issuing Private Placement Shares, etc. the Company would not incur any interest of the debt. In such case, not only the Company's financial risk could be reduced, the Company's financial structure could be improved and the flexibility of the Company’s operation of funds would also be increased. For issuance of Private Placement CB, if investor converts Private Placement CB into the common shares, the Company’s financial structure would improve and would benefit the Company’s long term development. Thus, it is reasonable for the Company to issue the equity related securities. In the event that the issue price and the conversion price is less than the par value, the Company’s capital surplus and retained earnings may decrease. In such case, the Company will, depending on the actual operating conditions in the future, make up for the losses. As the issue price and the conversion price will be determined in accordance with the relevant regulations, thus, after realization of the benefits of the capital increase, the Company's financial structure will

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effectively improve, which will benefit the Company’s long-term development. There shall be no adverse impact on the rights and benefits of the shareholders.

(6) If the shareholders meeting approves issuance of new common shares to sponsor the DR Offering, new common shares in public offering, the Private Placement Shares and the Private Placement CB, it is proposed to the shareholders meeting to authorize the Board to determine and amend, at the Board’s sole discretion, the terms and condition of the new common shares to be issued for the DR Offering and/or in public offering and/or terms and condition of the Private Placement Shares and/or Offering Plan of the Private Placement CB. The Board is also proposed to be authorized to be full charge of implementation and amendment of the plan for the use of the funds raised, the schedule and expected benefits and all matters in connection therewith, in accordance with the Company’s actual needs, market conditions and relevant regulations. If the change of the relevant regulations occurs, as requested by the regulator’s order or based on the Company’s operation evaluation or change of the market conditions amendments thereto are required, the Board is authorized to make such required amendments at its sole discretion.
(7) To complete the fund raising, the Chairman or the Chairman's designee is authorized, on behalf of the Company, to handle all matters relating to, and sign all agreements and documents in connection with, issuance of the new common shares to sponsor the DR Offering, issuance of new common shares in public offering and issuance of the Private Placement Shares and/or Private Placement CB.
(8) The Board is authorized to handle all matters at the Board’s sole discretion which are not addressed herein in accordance with the applicable laws and regulations.

Resolution:

To approve the amendment to Handling Procedures for Acquisition or Disposal of Assets and Handling Procedures for Providing Endorsements and Guarantees for Third Parties Explanation:
(1) To comply with Regulations Governing the Acquisition and Disposal of Assets by Public Companies and Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies, and to meet the operational needs. It is proposed to amend Handling Procedures for Acquisition or Disposal of Assets and Handling Procedures for Providing Endorsements and Guarantees for Third Parties.
(2) Comparison tables for before and after the amendments are attached hereto as Attachment 7 (pages 42-45).

Resolution:

To lift non-competition restrictions on board members (proposed by the Board)

Explanation:

(1) According to Article 209 of the Company Act, any Director conducting business for himself/herself/itself or on behalf of other people that is within the Company’s business scope, shall provide explanation for the essential contents of such conduct at the
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Shareholders’ Meeting, and obtain approval therefrom.

(2) List of non-competition restrictions proposed to be lifted in the 2021 annual shareholders’ meeting is as follows,


Name	Released restriction


Shuang-Lang (Paul) Peng	- Director, Ennostar Inc.


	- Supervisors, Allxon Inc.
Chin-Bing (Philip) Peng
	- Director, Zigong Art Sharing Co., Ltd.



	- Independent Director, Center Laboratories Inc.
Mei-Yueh Ho
	- Independent Director, Onward Therapeutics SA



	- Independent Non-executive Director, Cowell e Holdings Inc.
Yen-Hsueh Su
	- Independent Director, Eslite Spectrum Corporation

Resolution:

Extraordinary Motions

Meeting Adjourn

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III. Attachments

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Attachment 1 2020 Business Report

With respect to the panel industry, the year of 2020 has been full of dramatic turning points. From the beginning of the year, transportation, production, and supply chains were disrupted by the pandemic, and customer orders fell sharply. However, driven by the booming stay-at-home economy, supply could not meet increasing demand, thus leading to a quarter on quarter improvement of the Company's operating results. The Company, on the one hand, must competently address pandemic prevention while maintaining normal operations. On the other hand, it must also flexibly adjust its production capacity and secure its supply chains to meet customer demand. Despite these challenges, AUO's full-year consolidated revenue for 2020 still increased slightly by 0.8% compared with 2019, reaching NTD 270.96 billion. In terms of profitability, the loss seen in 2019 was reversed with an operating profit of NTD 2.08 billion, net profit attributable to owners of the parent company of NTD 3.38 billion, and basic earnings per share of NTD 0.36. This performance demonstrated our indefatigable efforts and the ability to adapt to changes which we have built up over a long period of time.

Looking back at 2020, AUO’s strategic value-added results include the following:

Constant innovation in regard to high-end panel products

8K bezel-less TV display panel with ultra-high screen-to-body ratio: Through a new design, the screen bezel is reduced to create the appearance of a borderless screen as if the bezel were removed entirely. The accompanying 8K ultra-high-resolution images offer an immersive and compelling visual sensation that fully meets market demand for top-end home appliances and provides the ultimate choice for brand customers.
High refresh rate gaming display panel : AUO has launched the world’s highest refresh rate 300Hz gaming notebook panel and ultra-high refresh rate 240Hz gaming monitor panel to display clear and smooth moving images. Combined with Mini LED backlight technology, it clearly shows all the details of dark scenes, allowing e-sports players to master the key winning speed in racing and shooting games. With the stay-at-home economy trend driving the gaming and entertainment industries, AUO’s gaming display panel shipments have repeatedly set new highs, and its market share has consistently ranked among the top two in the world.
Micro LED displays: In addition to Mini LED products that have already been mass-produced, AUO further leads the industry in launching the world's highest resolution 9.4-inch flexible Micro LED display. More than 5.5 million Micro LEDs have been successfully transferred to the LTPS flexible backplane, presenting high dynamic contrast performance and high saturation brilliant colors. The characteristics of the flexible backplane also greatly enhance the freedom of product design, making it suitable for applications in vehicles and other products. In the future, it will enter mass production in line with customers' shipment schedules.

AUO is also extending its core display technology into different fields

Customized display total solutions: With its large free-form cutting technology, AUO is able to break through the conventional rectangular form of screens and can provide customized proportions and sizes such as round or long rectangular screens according to customer needs. These can be used in diverse applications such as double-sided advertising signs, public information signs, art installations, arcade games, etc. The screen not only increases interaction and attractiveness but also introduces novel visual experiences for the viewers. In the future, it is expected to be widely deployed in fields such as smart retail, transportation, and entertainment to enrich the smart application ecosystem.
Smart healthcare application field: AUO is leading the way with the introduction of high-end 3D surgical display solutions, including 4K polarized 3D display solutions combined with a 3D endoscopic imaging system dedicated to endoscopy and minimally invasive surgery. This allows surgeons to view 3D images with in-depth information during surgery, thereby effectively improving the accuracy and quality of minimally invasive surgery. Further, the 4K naked-eye 3D display with AUO's proprietary eye-tracking system for use in operating rooms allows doctors to watch clear 3D images from all angles without wearing glasses during surgery, and quickly enables them to grasp the relative positions and depth of tissues and organs.
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AUO spares no effort in its pursuit of technological development in the circular economy, while also doing our utmost for environmental protection

By integrating recycled materials into 24-inch desktop LCD panels, AUO became the world's first panel manufacturer to obtain UL 3600 Circularity Certification.

Structural changes in the display industry:

The stay-at-home economy remains hot and time spent working at home and in remote learning has been extended. This has kept up strong demand for IT panels and boosted demand for game consoles, fitness equipment, and large-size electronic whiteboards over 85 inches, in turn driving significant shipment growth for related panel products.
With the gradual popularization of 5G and AI, field applications have become increasingly diversified and highlighted the importance of displays as a human-machine interface.
In response to the increasing demand for diversification and customization of displays, production capacity no longer stands as the only competitive advantage for panel makers in the future. Continuously strengthening technical capabilities, operational management capabilities, and deepening of customer relationships will be the key competitiveness factors for panel manufacturers.

From an industry supply and demand stand point, some manufacturers have merged or have withdrawn from the market and the speed of capacity expansion has eased gradually. Moreover, the COVID-19 pandemic has progressively altered people's life styles. Whether in terms of working or studying at home, online shopping, entertainment, and so on, panel demand has exhibited strong growth. In the foreseeable future, the panel industry's supply and demand are expected to return to a healthier and rational market mechanism. The Company will grasp opportunities that arise from the industry's structural changes. Furthermore, based on its sound financial structure, and adoption of the "biaxial transformation" strategy, AUO continues its advancement of value enhancement for its customers.

1. Go Premium:

The panel business is the foundation of AUO. The goal of Go Premium is to create product differentiation, lift value per unit, and generate stable profits to support the Company's investments in technology, production capacity, and new businesses.
With capabilities regarding customers, technology, and operations that it has accumulated over the years, AUO continues to expand in the directions of high-end and high value-added products.
For example, in Mini LED backlights, Micro LEDs, and other advanced technologies, AUO has achieved market-leading results in these areas.
In terms of other relatively matured applications, AUO is also constantly innovating. It continues to be an indispensable partner for customers in high-end production platforms and products such as 8K bezel-less TV display panels, panels for gaming display, LTPS notebook panels, and more.

2. Go Vertical:

With AUO's ultimate strength in display technology, combining with applications in AIoT, the Company will seize the opportunities of digital transformation in diverse fields and industries.
The business targets selected by the Company comprise the five major "4+1" fields, which includes "smart retail," "smart healthcare," "smart education," and "smart transportation" as well as AUO's own most powerful "smart manufacturing."
AUO is gradually building an ecosystem in each field, fully integrating hardware, software, and services, and providing a full range of products from Panel+ to solving user problems.
Take smart retail as an example. In 2018, AUO acquired ComQi, an American digital display signage system and content integrator, and in 2020 it further acquired John Ryan, a financial and retail content promoter, to integrate digital retail content business opportunities. In the future, AUO will combine Space4Money, one of its subsidiaries, to extend its business from Taiwan to the world.
In terms of smart manufacturing, AUO itself constitutes a huge manufacturing field. Over the years, it has optimized production lines and fabs and accumulated a wealth of successful experiences through technologies such as AI and the IoT. In order to transform experiences into
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services, AUO established Mega Insight and Edgetech in 2018, and partnered with ADLINK Technology, to provide smart manufacturing-related services to external customers.

Starting from 2021, AUO has officially demerged its General Display and Public Information Display businesses to the 100% owned AUO Display Plus Corporation, making it AUO's main driving engine for operations in the field economy.
AUO has invested resources into various fields over the time, and its efforts have now taken root. In addition to continuing to recruit outstanding talent, the Company will also expand its ecosystems through investments, joint ventures, mergers and acquisitions, or strategic alliances, all with the goal of creating future business opportunities

Becoming an outstanding sustainable enterprise has always been the Company’s core goal. In order to be in line with international trends, AUO has linked SDGs to 2025 CSR targets, thereby allowing ESG to develop in a balanced way, building the foundation of its production process, continuing to save energy and reduce carbon and maintaining long-term competitiveness. As verified by KPMG International, the Company’s energy saving rate in 2019 reached 2.26%, the highest in recent years. In addition to the full recovery of Longtan wastewater, the overall water recovery rate has reached 92%, thereby reducing the consumption of tap water. This stands as a concrete demonstration of operational resilience under the water shortage crisis. Elsewhere, in regard to the promotion of corporate responsibility and sustainability in 2020, AUO has been selected as a constituent company of the Dow Jones Sustainability World Index for the 11th consecutive year. Furthermore, it continues to place in the top 5% of corporate governance evaluations by the Taiwan Stock Exchange. In terms of CSR appraisal, we have also demonstrated many outstanding performances and won several honors such as the Taiwan Corporate Sustainability Award and the Circular Economy Award. (Please refer to the current Annual Report: VIII. Corporate Sustainability Responsibility)

At present, there is still no clear end in sight for the pandemic, but the digital transformation acceleration that it brought about already marks a definitive trend. It is expected that the stay-at-home economy, 5G, and AIoT will speed up the introduction of various innovative smart applications and these fields will continue to diversify. As such, demand for panel-related 3C products is relatively optimistic. Coupled with the expected return of relatively healthy and stable industry conditions, AUO will seize the opportunity to accelerate the promotion of biaxial transformation with its core technological innovation capabilities, supply chain management capabilities, and sound financial structure. Through the realization of this strategy, AUO will fully demonstrate its competitive advantages and initiate a new phase of value creation for its customers.

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Shuang-Lang (Paul) Peng, Frank Ko, Chairman President

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Benjamin Tseng, Chief Financial Officer and Chief Accounting Officer

Note: Per market data accessible to the Company through December 31, 2020
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Attachment 2:

Audit Committee’s Review Report

The Board of Directors has prepared the Company’s Business Report, Financial Statements, and Earnings Distribution Proposal for the year of 2020. Wei, Shing-Hai and Lu, Chien-Hui, Certified Public Accountants of KPMG, have audited the Financial Statements. The 2020 Business Report, Financial Statements, and Earnings Distribution Proposal have been reviewed and determined to be correct and accurate by the Audit Committee of AU Optronics Corp. I, as the Chair of the Audit Committee, hereby submit this report according to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

AU Optronics Corp.

Chair of the Audit Committee

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Chin-Bing (Philip) Peng March 16, 2021

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Attachment 3:

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Independent Auditors’ Report

To the Board of Directors of AU Optronics Corp.:

Opinion

We have audited the parent company only financial statements of AU Optronics Corp. (“the Company”), which comprise the balance sheets as of December 31, 2020 and 2019, the statements of comprehensive income, statements of changes in equity, and statements of cash flows for the years ended December 31, 2020 and 2019, and notes to the parent company only financial statements including a summary of significant accounting policies.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and its financial performance and its cash flows for each of the years then ended, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audit in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements of the current period. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

1. Impairment of long-term non-financial assets (including goodwill)

Refer to Note 4(14) “Impairment – non-financial assets”, Note 5(1) and Note 5(2) “Critical accounting judgments and key sources of estimation and assumption uncertainty”, Note 6(7) “Property, plant and equipment”, Note 6(8) “Lease arrangements” and Note 6(10) “Intangible assets” to the parent company only financial statements.

Description of key audit matter:

The Company operates in an industry with high investment costs, has goodwill through the acquisition of subsidiaries, and may experience volatility in response to changes in the external market; hence, it is important to assess the impairment of its long-term non-financial assets (including goodwill). The impairment assessment includes identifying cash-generating units, determining a valuation model, determining significant assumptions, and computing recoverable amounts. With the complexity of the impairment assessment process and the involvement of significant management judgment regarding assumptions used, this is one of the key areas our audit focused on.

How the matter was addressed in our audit:

In relation to the key audit matter above, our principal audit procedures included understanding and

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testing the Company’s controls surrounding the impairment assessment and testing process; assessing whether there are impairment indications for the identified cash-generating units of the Company and its related assets; understanding and assessing the appropriateness of the valuation model used by the management in the impairment assessment and the significant assumptions used to determine related assets’ future cash flows projection, useful lives, and weighted-average cost of capital; retrospectively reviewing the accuracy of assumptions used in prior-period estimates and performing a sensitivity analysis of key assumptions and results; in addition to the above audit procedures, appointing specialists to evaluate the appropriateness of the weighted-average cost of capital used and related assumptions; performing an inquiry of the management and identifying any event after the balance sheet date if able to affect the results of the impairment assessment; and assessing the adequacy of the Company’s disclosures of its policy on impairment of noncurrent non-financial assets and other related disclosures.

2. Revenue recognition

Refer to Note 4(17) “Revenue from contracts with customers” and Note 6(16) “Revenue from contracts with customers” to the parent company only financial statements.

Description of key audit matter:

Revenue is recognized when the control over a product has been transferred to the customer as specified in each individual contract with customers. The Company recognizes revenue depending on the various sales terms in each individual contract with customers to ensure the performance obligation has been satisfied by transferring control over a product to a customer. In addition, the Company operates in an industry in which sales revenue is easily influenced by various external factors such as supply and demand of the market, and this may impact the recognition of revenue. Consequently, this is one of the key areas our audit focused on.

How the matter was addressed in our audit:

In relation to the key audit matter above, our principal audit procedures included understanding and testing the Company’s controls surrounding revenue recognition; assessing whether appropriate revenue recognition policies are applied through comparison with accounting standards and understanding the Company’s main revenue types, its related sales agreements, and sales terms; on a sample basis, inspecting contracts with customers or customers’ orders and assessing whether the accounting treatment of the related contracts (including sales terms) is applied appropriately; performing a test of details of sales revenue and understanding the rationale for any identified significant sales fluctuations and any significant reversals of revenue through sales discounts and sales returns which incurred within a certain period before or after the balance sheet date; and assessing the adequacy of the Company’s disclosures of its revenue recognition policy and other related disclosures.

Responsibilities of Management and Those Charged with Governance for the Parent Company Financial Statements

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the parent company only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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Those charged with governance (inclusive of the Audit Committee) are responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements

Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in 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 parent company only financial statements.

As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercised professional judgment and maintained professional skepticism throughout the audit. We also:

Identified and assessed the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtained an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluated the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Concluded on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluated the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtained sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicated with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identified during our audit.

We also provided those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicated with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related

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safeguards.

From the matters communicated with those charged with governance, we determined those matters that were of most significance in the audit of the parent company only financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Wei, Shing-Hai and Lu, Chien-Hui.

KPMG

Hsinchu, Taiwan (Republic of China) February 3, 2021

Notice to Readers

The accompanying parent company only financial statements are intended only to present the financial position, financial performance and cash flows in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The standards, procedures and practices to audit such parent company only financial statements are those generally accepted and applied in the Republic of China.

The independent auditors’ report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English version and Chinese version, the Chinese-language independent auditors’ report and parent company only financial statements shall prevail.

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AU OPTRONICS CORP. Balance Sheets

December 31, 2020 and 2019 (Expressed in thousands of New Taiwan dollars)

December 31, 2020 Amount % $ 54,969,325 15 21,361 - 41,585,707 11 2,258,704 1 1,021,418 - 43,395 - 18,984,776 5 221,461 - 1,938,708 1 121,044,855 33 - - 85,868,028 24 129,554,205 36 8,790,075 2 465,868 - 11,806,450 3 5,250,159 2 1,220,936 - 242,955,721 67 $ 364,000,576 100	December 31, 2020 Amount % $ 54,969,325 15 21,361 - 41,585,707 11 2,258,704 1 1,021,418 - 43,395 - 18,984,776 5 221,461 - 1,938,708 1 121,044,855 33 - - 85,868,028 24 129,554,205 36 8,790,075 2 465,868 - 11,806,450 3 5,250,159 2 1,220,936 - 242,955,721 67 $ 364,000,576 100	December 31, 2019 Amount % Liabilities and Equity Current liabilities: 45,928,070 13 2120 Financial liabilities at fair value through profit or loss－ current 18,753 - 2170 Accounts payable 26,986,723 8 2180 Accounts payable to related parties 1,938,966 1 2213 Equipment and construction payable 1,211,588 - 2220 Other payables to related parties 28,303 - 2250 Provisions－current 17,256,261 5 2280 Lease liabilities－current 1,111,904 - 2399 Other current liabilities 1,836,890 1 2322 Current installments of long-term borrowings 96,317,458 28 Noncurrent liabilities: 7,140,410 2 2540 Long-term borrowings, excluding current installments 70,184,815 20 2550 Provisions－noncurrent 144,142,738 42 2570 Deferred tax liabilities 9,346,877 3 2580 Lease liabilities－noncurrent 465,868 - 2600 Other noncurrent liabilities 12,051,761 3 4,265,480 1 Total liabilities 1,749,460 1 Equity: 249,347,409 72 3100 Common stock 3200 Capital surplus 3300 Retained earnings 3400 Other components of equity 3500 Treasury shares Total equity 345,664,867 100 Total Liabilities and Equity	December 31, 2020	December 31, 2020	December 31, 2019 Amount % 7,054 - 24,296,415 7 25,325,274 8 4,568,963 1 405,656 - 666,896 - 415,981 - 13,584,470 4 4,000,000 1 73,270,709 21 81,966,110 24 805,729 - 2,213,429 1 9,009,594 3 1,727,456 - 95,722,318 28 168,993,027 49 96,242,451 28 60,544,474 18 22,903,722 6 (2,005,384) (1) (1,013,423) - 176,671,840 51 345,664,867 100	December 31, 2019 Amount % 7,054 - 24,296,415 7 25,325,274 8 4,568,963 1 405,656 - 666,896 - 415,981 - 13,584,470 4 4,000,000 1 73,270,709 21 81,966,110 24 805,729 - 2,213,429 1 9,009,594 3 1,727,456 - 95,722,318 28 168,993,027 49 96,242,451 28 60,544,474 18 22,903,722 6 (2,005,384) (1) (1,013,423) - 176,671,840 51 345,664,867 100
Amount $ 54,969,325 21,361 41,585,707 2,258,704 1,021,418 43,395 18,984,776 221,461 1,938,708 121,044,855 - 85,868,028 129,554,205 8,790,075 465,868 11,806,450 5,250,159 1,220,936 242,955,721 $ 364,000,576		Amount 45,928,070 18,753 26,986,723 1,938,966 1,211,588 28,303 17,256,261 1,111,904 1,836,890 96,317,458 7,140,410 70,184,815 144,142,738 9,346,877 465,868 12,051,761 4,265,480 1,749,460 249,347,409 345,664,867	Amount	%	Amount
			135,420 24,457,428 29,923,778 2,201,328 645,371 662,250 390,595 14,523,627 11184508	- 7 8 1 - - - 4 3 23 23 - 1 3 - 27 50 26 17 8 (1) - 50 100	7,054 24,296,415 25,325,274 4,568,963 405,656 666,896 415,981 13,584,470 4,000,000 73,270,709 81,966,110 805,729 2,213,429 9,009,594 1,727,456 95,722,318 168,993,027 96,242,451 60,544,474 22,903,722 (2,005,384) (1,013,423) 176,671,840 345,664,867
	33		,, 84,124,305			21
	- 24 36 2 - 3 2 -		84,455,010 779,500 2,334,898 8,542,357 959,815			24 - 1 3 -
			97,071,580			28
			181,195,885			49
			96,242,451 60,587,684 30,258,282 (3,270,303) (1,013,423)			28 18 6 (1) -
	67
	100
			182,804,691			51
			$ 364,000,576			100

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AU OPTRONICS CORP.

Statements of Comprehensive Income For the years ended December 31, 2020 and 2019 (Expressed in thousands of New Taiwan dollars , except for Earnings (loss) per share)

2020	% 100 -	2019	% 101 1
Amount $ 256,851,362 762,017		Amount 257,130,650 1,963,474
256,089,345 240,070,378	100 94	255,167,176 257,786,100	100 101
16,018,967	6	(2,618,924)	(1)
2,702,022 4,139,655 8,054,215	1 2 3	2,873,009 4,244,405 7,989,907	1 2 3
14,895,892	6	15,107,321	6
1,123,075	-	(17,726,245)	(7)
158,965 895,740 (182,115) (1,771,273) 2,272,193	- - - - 1	300,199 1,194,834 618,172 (1,546,400) (1,187,224)	- 1 - (1) -
1,373,510	1	(620,419)	-
2,496,585 (879,739)	1 -	(18,346,664) 838,594	(7) -
3,376,324	1	(19,185,258)	(7)
140,218 2,564,513 113,167 (28,043)	- 1 - -	188,110 536,369 (13,981) (37,622)	- - - -
2,789,855	1	672,876	-
(3,049,722) 2,961,666 11,518	(1) 1 -	(1,211,454) (846,480) 377,862	- - -
(76,538)	-	(1,680,072)	-
2,713,317	1	(1,007,196)	-
$ 6,089,641	2	(20,192,454)	(7)
$ 0.36 $ 0.35		(2.00) (2.00)

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AU OPTRONICS CORP. Statements of Changes in Equity For the years ended December 31, 2020 and 2019 (Expressed in thousands of New Taiwan dollars)

Capital Stock	Capital Surplus 60,622,043	Legal Reserve 6,675,628	Retained	Earnings	Subtotal 46,845,991	Other Components of Equity Cumulative Unrealized Gains (Losses) on Financial Assets at Fair Value through Other Translation Differences Comprehensive Income Subtotal (1,449,910) 602,140 (847,770) - - - - - - - - - - - - (1,680,072) 522,458 (1,157,614) (1,680,072) 522,458 (1,157,614) - - - - - - - - - - - - - - - (3,129,982) 1,124,598 (2,005,384) - - - - - - (76,538) 2,676,782 2,600,244 (76,538) 2,676,782 2,600,244 - - - - - - - (3,865,163) (3,865,163) (3,206,520) (63,783) (3,270,303)	Other Components of Equity Cumulative Unrealized Gains (Losses) on Financial Assets at Fair Value through Other Translation Differences Comprehensive Income Subtotal (1,449,910) 602,140 (847,770) - - - - - - - - - - - - (1,680,072) 522,458 (1,157,614) (1,680,072) 522,458 (1,157,614) - - - - - - - - - - - - - - - (3,129,982) 1,124,598 (2,005,384) - - - - - - (76,538) 2,676,782 2,600,244 (76,538) 2,676,782 2,600,244 - - - - - - - (3,865,163) (3,865,163) (3,206,520) (63,783) (3,270,303)	Other Components of Equity Cumulative Unrealized Gains (Losses) on Financial Assets at Fair Value through Other Translation Differences Comprehensive Income Subtotal (1,449,910) 602,140 (847,770) - - - - - - - - - - - - (1,680,072) 522,458 (1,157,614) (1,680,072) 522,458 (1,157,614) - - - - - - - - - - - - - - - (3,129,982) 1,124,598 (2,005,384) - - - - - - (76,538) 2,676,782 2,600,244 (76,538) 2,676,782 2,600,244 - - - - - - - (3,865,163) (3,865,163) (3,206,520) (63,783) (3,270,303)	TreasuryShares -
							Unrealized Gains (Losses) on Financial Assets at Fair Value through Other Comprehensive Income 602,140
Common Stock			Special Reserve -	Unappropriated Earnings 40,170,363
$ 96,242,451
-	-	1,016,060	-	(1,016,060)	-	-	-	-	-
-	-	-	847,770	(847,770)	-	-	-	-	-
-	-	-	-	(4,812,122)	(4,812,122)	-	-	-	-
- -	- -	- -	- -	(19,185,258) 150,418	(19,185,258) 150,418	- (1,680,072)	- 522,458	- (1,157,614)	- -
-	-	-	-	(19,034,840)	(19,034,840)	(1,680,072)	522,458	(1,157,614)	-
-	547	-	-	-	-	-	-	-	-
-	(40,085)	-	-	-	-	-	-	-	-
-	-	-	-	-	-	-	-	-	(1,013,423)
-	(22,282)	-	-	-	-	-	-	-	-
-	(15,749)	-	-	(95,307)	(95,307)	-	-	-	-
96,242,451	60,544,474	7,691,688	847,770	14,364,264	22,903,722	(3,129,982)	1,124,598	(2,005,384)	(1,013,423)
-	-	-	1,157,614	(1,157,614)	-	-	-	-	-
- -	- -	- -	- -	3,376,324 113,073	3,376,324 113,073	- (76,538)	- 2,676,782	- 2,600,244	- -
-	-	-	-	3,489,397	3,489,397	(76,538)	2,676,782	2,600,244	-
-	1,073	-	-	-	-	-	-	-	-
-	42,137	-	-	-	-	-	-	-	-
-	-	-	-	3,865,163	3,865,163	-	(3,865,163)	(3,865,163)	-
$ 96,242,451	60,587,684	7,691,688	2,005,384	20,561,210	30,258,282	(3,206,520)	(63,783)	(3,270,303)	(1,013,423)

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AU OPTRONICS CORP. Statements of Cash Flows

For the years ended December 31, 2020 and 2019 (Expressed in thousands of New Taiwan dollars)

Cash flows from operating activities: Profit (loss) before income tax Adjustments for: - depreciation - amortization - losses on financial instruments at fair value through profit or loss - interest expense - interest income - dividend income - share of loss (profit) of equity-accounted investees - gains on disposals of property, plant and equipment, net - impairment losses on assets - unrealized foreign currency exchange losses (gains) - others Changes in operating assets and liabilities: - accounts receivable - receivables from related parties - inventories - other current assets - accounts payable - payables to related parties - net defined benefit liability - provisions - other current liabilities Cash generated from operations Cash received from interest income Cash received from dividends Cash paid for interest Cash paid for income taxes Net cash provided by operating activities	2020 $ 2,496,585 23,787,296 245,311 125,758 1,699,576 (158,965) (251,423) (2,272,193) (21,322) 36,788 119,736 39,307 (14,422,629) (329,567) (1,728,515) 1,265,569 (94,420) 4,838,219 (549,716) (21,862) 655,177	2019 (18,346,664) 23,520,703 424,985 26,762 1,546,400 (300,199) (284,946) 1,187,224 (27,307) 67,778 (488,929) 943 14,270,038 2,702,681 2,953,007 (718,394) (4,128,050) (5,764,455) (89,386) (690,939) (3,349,523)
	15,458,710 158,679 371,371 (1,702,459) (15,087)	12,511,729 301,758 604,468 (1,319,874) (1,024,452)
	14,271,214	11,073,629
		(Continued)

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AU OPTRONICS CORP. Statements of Cash Flows

For the years ended December 31, 2020 and 2019 (Expressed in thousands of New Taiwan dollars)

Cash flows from investing activities: Acquisitions of equity-accounted investees Acquisitions of property, plant and equipment Disposals of property, plant and equipment Decrease in refundable deposits Increase in other financial assets Decrease (increase) in other receivables from related parties Net cash used in investing activities Cash flows from financing activities: Proceeds from long-term borrowings Repayments of long-term borrowings Payment of lease liabilities Guarantee deposits received Cash dividends Repurchase of treasury shares Others Net cash provided by financing activities Effect of exchange rate change on cash and cash equivalents Net increase in cash and cash equivalents Cash and cash equivalents at January 1 Cash and cash equivalents at December 31	2020 (3,758,797) (11,137,182) 25,695 160,169 - 200,000	2019 (654,914) (21,196,552) 16,855 40,026 (2,412) (1,200,000)
	(14,510,115)	(22,996,997)
	14,519,350 (4,912,500) (390,812) 51,000 - - 1,073	75,900,000 (42,087,000) (442,719) - (4,812,122) (1,013,423) 547
	9,268,111	27,545,283
	12,045	(10,123)
	9,041,255 45,928,070	15,611,792 30,316,278
	$ 54,969,325	45,928,070

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Attachment 4:

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Independent Auditors’ Report

To the Board of Directors of AU Optronics Corp.:

Opinion

We have audited the consolidated financial statements of AU Optronics Corp. and its subsidiaries (“the Company”), which comprise the consolidated balance sheets as of December 31, 2020 and 2019, the consolidated statements of comprehensive income, consolidated statements of changes in equity, and consolidated statements of cash flows for the years ended December 31, 2020 and 2019, and notes to the consolidated financial statements including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for each of the years then ended, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRS”), International Accounting Standards (“IAS”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audit in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

1. Impairment of long-term non-financial assets (including goodwill)

Refer to Note 4(14) “Impairment – non-financial assets”, Note 5(1) and Note 5(2) “Critical accounting judgments and key sources of estimation and assumption uncertainty”, Note 6(8) “Property, plant and equipment”, Note 6(9) “Lease arrangements” and Note 6(11) “Intangible assets” to the consolidated financial statements.

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Description of key audit matter:

How the matter was addressed in our audit:

In relation to the key audit matter above, our principal audit procedures included understanding and testing the Company’s controls surrounding the impairment assessment and testing process; assessing whether there are impairment indications for the identified cash-generating units of the Company and its related assets; understanding and assessing the appropriateness of the valuation model used by the management in the impairment assessment and the significant assumptions used to determine related assets’ future cash flows projection, useful lives, and weighted-average cost of capital; retrospectively reviewing the accuracy of assumptions used in prior-period estimates and performing a sensitivity analysis of key assumptions and results; in addition to the above audit procedures, appointing specialists to evaluate the appropriateness of the weighted-average cost of capital used and related assumptions; performing an inquiry of the management and identifying any event after the balance sheet date if able to affect the results of the impairment assessment; and assessing the adequacy of the Company’s disclosures of its policy on impairment of noncurrent non-financial assets and other related disclosures.

2. Revenue recognition

Refer to Note 4(17) “Revenue from contracts with customers” and Note 6(19) “Revenue from contracts with customers” to the consolidated financial statements.

Description of key audit matter:

How the matter was addressed in our audit:

In relation to the key audit matter above, our principal audit procedures included understanding and testing the Company’s controls surrounding revenue recognition; assessing whether appropriate revenue recognition policies are applied through comparison with accounting standards and understanding the Company’s main revenue types, its related sales agreements, and sales terms; on a sample basis, inspecting contracts with customers or customers’ orders and assessing whether the accounting treatment of the related contracts (including sales terms) is applied appropriately; performing a test of details of sales revenue and understanding the rationale for any identified significant sales fluctuations and any significant reversals of revenue through sales discounts and sales returns which incurred within a certain period before or after the balance sheet date; and assessing the adequacy of the Company’s disclosures of its revenue recognition policy and other related disclosures.

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Other Matters

AU Optronics Corp. has additionally prepared its parent-company-only financial statements as of and for the years ended December 31, 2020 and 2019, on which we have issued an unmodified audit opinion and an unmodified audit opinion with the paragraph on emphasis of matter, respectively.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the IFRS, IAS, IFRIC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (inclusive of the Audit Committee) are responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

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, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in 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.

Identified and assessed the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtained an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluated the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Concluded on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
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auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluated the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtained sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Company 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.

From the matters communicated with those charged with governance, we determined those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Wei, Shing-Hai and Lu, Chien-Hui.

KPMG

Hsinchu, Taiwan (Republic of China) February 3, 2021

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance, and cash flows in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the IFRS, IAS, IFRIC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.

The independent auditors’ report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English version and Chinese version, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.

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AU OPTRONICS CORP. AND SUBSIDIARIES Consolidated Balance Sheets December 31, 2020 and 2019 (Expressed in thousands of New Taiwan dollars)

December 31, 2020 Amount % $ 90,274,687 22 668,058 - 44,718,800 11 2,076,156 - 21,929 - 60,541 - 26,753,401 7 564,222 - 3,179,879 1 168,317,673 41 622,824 - 19,464,078 5 185,480,116 46 11,277,353 3 1,522,391 - 12,801,358 3 6,005,346 2 1,779,156 - 238,952,622 59 $ 407,270,295 100	December 31, 2019 Amount % Liabilities and Equity Current liabilities: 80,449,772 20 2100 Short-term borrowings 1,521,406 - 2120 Financial liabilities at fair value through profit or loss－current 30,308,675 8 2170 Accounts payable 1,778,499 - 2180 Accounts payable to related parties 3,956 - 2213 Equipment and construction payable 79,886 - 2220 Other payables to related parties 23,460,072 6 2230 Current tax liabilities 2,302,383 1 2250 Provisions－current 3,295,562 1 2280 Lease liabilities－current 143,200,211 36 2399 Other current liabilities 2322 Current installments of long-term borrowings 7,545,171 2 5,999,479 2 Noncurrent liabilities: 206,734,543 52 2540 Long-term borrowings, excluding current installments 12,207,768 3 2550 Provisions－noncurrent 1,555,130 - 2570 Deferred tax liabilities 12,808,326 3 2580 Lease liabilities－noncurrent 5,181,617 1 2600 Other noncurrent liabilities 2,405,346 1 254,437,380 64 Total liabilities Equity: Equity attributable to shareholders of AU Optronics Corp. : 3100 Common stock 3200 Capital surplus 3300 Retained earnings 3400 Other components of equity 3500 Treasury shares Non-controlling interests 36XX Non-controlling interests 397,637,591 100 Total equity	December 31,	2020	December 31, 2019 Amount % 1,725,602 - 18,859 - 44,307,437 11 6,950,828 2 6,316,902 2 40,584 - 1,523,879 - 708,268 - 682,367 - 18,718,165 5 9,535,198 3 90,528,089 23 102,433,194 26 1,053,290 - 3,264,100 1 10,408,710 3 1,973,459 - 119,132,753 30 209,660,842 53 96,242,451 24 60,544,474 15 22,903,722 6 (2,005,384) (1) (1,013,423) - 176,671,840 44 11,304,909 3 187,976,749 47	December 31, 2019 Amount % 1,725,602 - 18,859 - 44,307,437 11 6,950,828 2 6,316,902 2 40,584 - 1,523,879 - 708,268 - 682,367 - 18,718,165 5 9,535,198 3 90,528,089 23 102,433,194 26 1,053,290 - 3,264,100 1 10,408,710 3 1,973,459 - 119,132,753 30 209,660,842 53 96,242,451 24 60,544,474 15 22,903,722 6 (2,005,384) (1) (1,013,423) - 176,671,840 44 11,304,909 3 187,976,749 47
Amount $ 90,274,687 668,058 44,718,800 2,076,156 21,929 60,541 26,753,401 564,222 3,179,879 168,317,673 622,824 19,464,078 185,480,116 11,277,353 1,522,391 12,801,358 6,005,346 1,779,156 238,952,622 $ 407,270,295	Amount 80,449,772 1,521,406 30,308,675 1,778,499 3,956 79,886 23,460,072 2,302,383 3,295,562	Amount	%	Amount
		$ 200,000 170,956 47,508,933 7,302,792 3,706,652 22,101 1,325,068 744,654 553,120 20,032,462 16,771,441	- - 12 2 1 - - - - 5 4 24 25 - 1 2 - 28 52 24 15 7 (1) - 45 3 48	1,725,602 18,859 44,307,437 6,950,828 6,316,902 40,584 1,523,879 708,268 682,367 18,718,165 9,535,198
	143,200,211
	7,545,171 5,999,479 206,734,543 12,207,768 1,555,130 12,808,326 5,181,617 2,405,346
		98,338,179		90,528,089	23
		99,823,528 1,041,102 3,213,326 9,744,152 1,319,643		102,433,194 1,053,290 3,264,100 10,408,710 1,973,459	26 - 1 3 -
		115,141,751		119,132,753	30
	254,437,380	213,479,930		209,660,842	53
	397,637,591	96,242,451 60,587,684 30,258,282 (3,270,303) (1,013,423)		96,242,451 60,544,474 22,903,722 (2,005,384) (1,013,423)	24 15 6 (1) -
		182,804,691		176,671,840	44
		10,985,674		11,304,909	3
		193,790,365		187,976,749	47

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AU OPTRONICS CORP. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income For the years ended December 31, 2020 and 2019 (Expressed in thousands of New Taiwan dollars , except for Earnings (loss) per share)

2020	% 100 -	2019	% 101 1
Amount $ 271,821,226 865,845		Amount 270,794,105 2,002,411
270,955,381 248,190,042	100 92	268,791,694 268,335,751	100 100
22,765,339	8	455,943	-
3,499,116 6,897,103 10,286,078	1 2 4	3,751,070 7,363,234 9,809,587	1 3 3
20,682,297	7	20,923,891	7
2,083,042	1	(20,467,948)	(7)
533,052 3,758,856 (761,143) (2,943,872) 117,736	- 1 - (1) -	885,520 4,434,751 (1,595,614) (3,251,370) 149,907	- 2 (1) (1) -
704,629	-	623,194	-
2,787,671 (119,756)	1 -	(19,844,754) 1,754,662	(7) 1
2,907,427	1	(21,599,416)	(8)
140,218 2,676,706 3,686 (28,043)	- 1 - -	188,110 519,100 3,288 (37,622)	- - - -
2,792,567	1	672,876	-
137,051 (49,783) (16,855)	- - -	(2,505,864) (38,512) 459,729	(1) - -
70,413	-	(2,084,647)	(1)
2,862,980	1	(1,411,771)	(1)
$ 5,770,407	2	(23,011,187)	(9)
$ 3,376,324 (468,897)	1 -	(19,185,258) (2,414,158)	(7) (1)
$ 2,907,427	1	(21,599,416)	(8)
$ 6,089,641 (319,234)	2 -	(20,192,454) (2,818,733)	(8) (1)
$ 5,770,407	2	(23,011,187)	(9)
$ 0.36 $ 0.35		(2.00) (2.00)

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AU OPTRONICS CORP. AND SUBSIDIARIES Consolidated Statements of Changes in Equity For the years ended December 31, 2020 and 2019 (Expressed in thousands of New Taiwan dollars)

Equity Attributable to Shareholders of AU Optronics Corp.

Capital Stock	Capital Surplus 60,622,043	Legal Reserve 6,675,628	Retained	Earnings		Othe Cumulative Translation Differences (1,449,910)	r Components of	Equity	Treasury Shares -	Equity Attributable to Shareholders of AU Optronics Corp. 202,862,715	Non- controlling Interests 14,415,973	Total Equity 217,278,688
							Unrealized Gains (Losses) on Financial Assets at Fair Value through Other Comprehensiv e Income 602,140	Subtotal (847,770)
Common Stock			Special Reserve -	Unappropriate d Earnings 40,170,363	Subtotal 46,845,991
$ 96,242,451
-	-	1,016,060	-	(1,016,060)	-	-	-	-	-	-	-	-
-	-	-	847,770	(847,770)	-	-	-	-	-	-	-	-
-	-	-	-	(4,812,122)	(4,812,122)	-	-	-	-	(4,812,122)	-	(4,812,122)
- -	- -	- -	- -	(19,185,258) 150,418	(19,185,258) 150,418	- (1,680,072)	- 522,458	- (1,157,614)	- -	(19,185,258) (1,007,196)	(2,414,158) (404,575)	(21,599,416) (1,411,771)
-	-	-	-	(19,034,840)	(19,034,840)	(1,680,072)	522,458	(1,157,614)	-	(20,192,454)	(2,818,733)	(23,011,187)
-	547	-	-	-	-	-	-	-	-	547	-	547
-	(40,085)	-	-	-	-	-	-	-	-	(40,085)	-	(40,085)
-	-	-	-	-	-	-	-	-	(1,013,423)	(1,013,423)	-	(1,013,423)
	(22,282)	-	-	-	-	-	-	-	-	(22,282)	22,282	-
-	(15,749)	-	-	(95,307)	(95,307)	-	-	-	-	(111,056)	111,056	-
-	-	-	-	-	-	-	-	-	-	-	(425,669)	(425,669)
96,242,451	60,544,474	7,691,688	847,770	14,364,264	22,903,722	(3,129,982)	1,124,598	(2,005,384)	(1,013,423)	176,671,840	11,304,909	187,976,749
-	-	-	1,157,614	(1,157,614)	-	-	-	-	-	-	-	-
- -	- -	- -	- -	3,376,324 113,073	3,376,324 113,073	- (76,538)	- 2,676,782	- 2,600,244	- -	3,376,324 2,713,317	(468,897) 149,663	2,907,427 2,862,980
-	-	-	-	3,489,397	3,489,397	(76,538)	2,676,782	2,600,244	-	6,089,641	(319,234)	5,770,407
-	1,073	-	-	-	-	-	-	-	-	1,073	-	1,073
-	42,137	-	-	-	-	-	-	-	-	42,137	-	42,137
-	-	-	-	-	-	-	-	-	-	-	(1)	(1)
-	-	-	-	3,865,163	3,865,163	-	(3,865,163)	(3,865,163)	-	-	-	-
$ 96,242,451	60,587,684	7,691,688	2,005,384	20,561,210	30,258,282	(3,206,520)	(63,783)	(3,270,303)	(1,013,423)	182,804,691	10,985,674	193,790,365

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AU OPTRONICS CORP. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the years ended December 31, 2020 and 2019 (Expressed in thousands of New Taiwan dollars)

Cash flows from operating activities: Profit (loss) before income tax Adjustments for: - depreciation - amortization - losses (gains) on financial instruments at fair value through profit or loss - interest expense - interest income - dividend income - share of profit of equity-accounted investees - gains on disposals of property, plant and equipment, net - losses (gains) on disposals of investments and financial assets, net - impairment losses on assets - unrealized foreign currency exchange gains - others Changes in operating assets and liabilities: - notes and accounts receivable - receivables from related parties - inventories - other current assets - accounts payable - payables to related parties - net defined benefit liability - provisions - other current liabilities Cash generated from operations Cash received from interest income Cash received from dividends Cash paid for interest Cash paid for income taxes Net cash provided by operating activities	2020 $ 2,787,671 35,130,348 267,182 41,899 2,866,787 (533,052) (261,382) (117,736) (58,558) (159) 396,339 (18,470) 74,020 (14,799,026) (315,630) (3,403,782) 1,818,984 3,568,142 333,481 (548,058) 46,388 1,078,610	2019 (19,844,754) 35,693,033 564,686 (41,065) 3,251,370 (885,520) (295,575) (149,907) (106,546) 13,154 2,298,646 (430,183) 26,468 13,685,703 984,744 2,794,115 (926,326) (5,014,990) (1,197,773) (89,422) (759,948) (4,906,788)
	28,353,998 567,081 603,621 (2,829,307) (948,435)	24,663,122 919,840 568,871 (3,417,833) (2,003,361)
	25,746,958	20,730,639
		(Continued)

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AU OPTRONICS CORP. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the years ended December 31, 2020 and 2019 (Expressed in thousands of New Taiwan dollars)

Cash flows from investing activities: Acquisitions of financial assets at fair value through profit or loss Disposals of financial assets at fair value through profit or loss Acquisitions of financial assets at fair value through other comprehensive income Disposals of financial assets at fair value through other comprehensive income Acquisitions of equity-accounted investees Disposals of equity-accounted investees Acquisitions of property, plant and equipment Disposals of property, plant and equipment Decrease in refundable deposits Acquisitions of intangible assets Decrease in other financial assets Net cash outflow arising from acquisition of business Net cash used in investing activities Cash flows from financing activities: Proceeds from short-term borrowings Repayments of short-term borrowings Proceeds from long-term borrowings Repayments of long-term borrowings Payment of lease liabilities Guarantee deposits received (refunded) Cash dividends Repurchase of treasury shares Net change of non-controlling interests and others Net cash provided by financing activities Effect of exchange rate change on cash and cash equivalents Net increase in cash and cash equivalents Cash and cash equivalents at January 1 Cash and cash equivalents at December 31	2020 (2,428,945) 3,360,324 (659,826) 24,119 (3,453,288) 937,411 (15,600,564) 123,383 230,007 - 6,189 (246,956)	2019 (3,668,175) 3,970,809 (47,182) - - 904,050 (29,546,642) 170,880 49,670 (1,711) 55,945 -
	(17,708,146)	(28,112,356)
	3,931,161 (5,475,763) 18,139,350 (13,348,277) (597,221) 53,268 - - 1,072	2,576,584 (1,388,334) 79,880,000 (53,378,766) (694,922) (1,828) (4,812,122) (1,013,423) (425,122)
	2,703,590	20,742,067
	(917,487)	(2,073,874)
	9,824,915 80,449,772	11,286,476 69,163,296
	$ 90,274,687	80,449,772

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Attachment 5:

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2020 Earnings Distribution Proposal

Amount in NT$	Amount in NT$
Items	Amount
Net income of 2020	3,376,324,104
Add:
Change in remeasurement of defined benefitplan in 2020	113,072,956
Disposal of equity investments at fair value through other comprehensive income	3,865,163,471
Less:
Provisioned as legal reserve(Note 1)	735,456,053
Appropriation of special reserve(Note 2)	1,264,919,197
Retained earnings in 2020 available for distribution	5,354,185,281
Plus:
Unappropriated retained earnings frompreviousyears	13,206,650,185
Retained earnings available for distribution as of December 31,2020	18,560,835,466
Distribution item:
Cash dividends to common shareholders (NT$0.3 per common share,i.e.,NT$300 for every1,000 common shares)	2,850,966,845
Unappropriated retained earnings, endingbalance	15,709,868,621

Note1: According to Article 237 of the Company Act and the letter issued by the Ministry of Economic Affairs (Jing Shang-Tze No. 10802432410) on January 9, 2020.

Note2: The special reserve is set aside based on the balance of the other components of equity deducting the special reserve as of December 31, 2020.

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Attachment 6:
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AU Optronics Corp. Terms and Conditions for Issuance of Overseas or Domestic Convertible Bonds in Private Placement (Tentative)

1. Issuer

AU Optronics Corp. (“Issuer” or “AUO”).

2. Issuance Size

The Board of Directors (“Board”) is authorized, within the limit of 945 million common shares, to issue new common shares for cash to sponsor issuance of the overseas depositary shares (“DRs”) and/or issue new common shares for cash in public offering and/or issue new common shares in private placement (“Private Placement Shares”) and/or issue overseas or domestic convertible bonds in private placement (“Private Placement CB”). For issuance of Private Placement CB, the number of common shares to be converted within the limit of 945 million common shares shall be calculated in accordance with the conversion price determined at the time of issuance of such Private Placement CB.

3. Issuance Date

The Private Placement CB shall be issued in one time within one year from the 2020 annual general shareholders’ meeting.

4. Issuance Method

The Private Placement CB will be issued in accordance with Article 43-6 of the Securities and Exchange Act and the regulations of the jurisdiction where the Private Placement CB is issued.

The investors who subscribe to the Private Placement Shares and/or Private Placement CB shall meet the qualifications listed in Article 43-6 of the Securities and Exchange Act and are limited to strategic investor(s). Priority will be given to the investor(s) who could benefit the Company's long-term development, competitiveness, and existing shareholders' rights. The Board is fully authorized to determine the specific investor(s). The purpose, necessity and expected benefits for choosing strategic investor(s) are to accommodate the Company’s operation and development needs. The strategic investor(s) will assist the Company, directly or indirectly, in its finance, business, manufacturing, technology, procurement, management, and strategy development, etc. so as to strengthen the Company’s competitiveness and enhance its operational efficiency and long-term development.

5. Type, Denomination and Issuance Price of Private Placement CB

The Private Placement CB will be issued in registered form in denomination of US$10,000 or a multiple thereof or NT$100,000 or a multiple thereof. The issue price shall be no less than 80% of the theoretical price.

6. Coupon Rate

To be determined by the Board.

7. Term

The term of the Private Placement CB shall not exceed seven years from the issuance date.

8. Redemption

Unless previously converted, redeemed or purchased and cancelled, the Private Placement CB will be redeemed by the Issuer at the maturity date in cash at a price equal to the par value or

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the par value plus interest.

9. Conversion Securities

The Private Placement CB will be convertible into AUO’s common shares or the DRs representing AUO’s common shares.

10. Conversion

(1) Conversion Period:

Unless previously redeemed, purchased, cancelled or converted, or except during the closed period that the holders are not permitted to convert under the Indenture, a holder of the Private Placement CB may request the Issuer to convert the Private Placement CB into AUO’s common shares or the DRs at any time after a designated period of time following the issuance date of the Private Placement CB and until certain days prior to the maturity date in accordance with applicable rules and regulations and terms of the Indenture.

(2) Conversion Procedure:

To exercise the relevant conversion rights attached to the Private Placement CB, the holder thereof must deposit with the Issuer a notice of conversion together with the Private Placement CB and any other documents or certificates required by R.O.C. laws.

(3) Determination and the Adjustment of the Conversion Price:

The conversion price of the Private Placement CB shall be no less than 80% of (x) the simple average closing price of the Issuer’s common shares for either 1, 3 or 5 trading days prior to the pricing date, after deducting shares issued as stock dividends, shares cancelled in connection with capital reduction and the cash dividends, or (y) the simple average closing price of the Issuer’s common shares for 30 trading days prior to the pricing date, after deducting shares issued as stock dividends, shares cancelled in connection with capital reduction and the cash dividends. The actual conversion price shall be proposed to the shareholders' meeting to authorize the Board to determine in accordance with applicable rules and regulations.

(4) Dividend Entitlement at Conversion

Prior to conversion of the Private Placement CB, holders are not entitled to receive any dividend distribution. Following the conversion of the Private Placement CB, the rights to receive dividend payments will be the same as the other common shareholders of the Issuer.

(5) Rights and Obligations after Conversion

Except that the Private Placement CB is subject to a three-year holding period after the delivery date of the Private Placement CB under Article 43-8 of the Securities and Exchange Act, the new common shares to be issued upon conversion of Private Placement CB will have the same rights and obligations as the common shares.

11. Early Redemption at the Option of the Issuer

To be determined by the Board.

12. Holders’ Put Option

The Issuer may elect not to grant holders’ put option, or after expiry of a designated period following issuance of the Private Placement CB, holders may require the Issuer to redeem all or part of the Private Placement CB at a price that would result in certain annual yield on the

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Private Placement CB.

13. Others

The Board is authorized to determine and amend, at its sole discretion, the terms and conditions of the Private Placement CB and other matters which are not addressed herein.

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Attachment 7:

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Comparison Table for the Handling Procedures for Acquisition or Disposal of Assets Before and After Amendment

	Before and After Amendment
Before amendment	After amendment	Reason of amendment
Article 6 Related Party Transactions (omitted) (4) Under any of the following circumstances, acquisition of real property or right-of-use assets thereof from related party shall be conducted in accordance with Paragraph (2) of this Article, and Paragraph (3) of this Article shall not apply: i) the subject real property or right-of-use assets thereof was acquired by related party by way of inheritance or gift; ii) the execution date of the relevant contract for the related party to acquire the subject real property or right-of-use assets thereof is more than five years prior to the contract execution date of the subject transaction; or iii) the real property is acquired by entering into a joint construction contract with the related party, or through engaging the related party to build real property, either on the Company’s land or on rented land. (omitted)	Article 6 Related Party Transactions (omitted) (4) Under any of the following circumstances, acquisition of real property or right-of-use assets thereof from related party shall be conducted in accordance with Paragraph (2) of this Article, and Paragraph (3) of this Article shall not apply: i) the subject real property or right-of-use assets thereof was acquired by related party by way of inheritance or gift; ii) the execution date of the relevant contract for the related party to acquire the subject real property or right-of-use assets thereof is more than five years prior to the contract execution date of the subject transaction; or iii) the real property is acquired by entering into a joint construction contract with the related party, or through engaging the related party to build real property, either on the Company’s land or on rented land. iv) the real property right-of-use assets for business use are acquired by the Company with its parent or subsidiaries, or by its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital. (omitted)	To comply with the amendments to the Regulations Governing the Acquisition and Disposal of Assets by Public Companies
Article 14 The Handling Procedures were enacted on October 9, 1998; the first amendment was made on November 10, 1999; …(omitted)…, and the seventh amendment was made on June 15, 2017, and the eighth amendment was made on June 14, 2019.	Article 14 The Handling Procedures were enacted on October 9, 1998; the first amendment was made on November 10, 1999; …(omitted)…, and the seventh amendment was made on June 15, 2017, and the eighth amendment was made on June 14, 2019, and the tenth amendment was made on June 10, 2021.	To add the amendment date

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	After amendment	After amendment	After amendment	After amendment	After amendment	After amendment	Reason of amendment
Appendix “Authorization Schedule for Acquisition or Disposal of Assets and the Limits on Securities Investment” Asset Item Approver Authority Aggregate Investment Limit Individual Investment Limit Real property or right-of-use assets thereof not for business use Board of Director 10% of the equity 5% of the equity Strategical investment in equities Board of Director Chairman >=300,000 <300,000 50% of the equity 25% of the equity Financial investment in equities Board of Director Chairman >=200,000 <200,000 50% of the equity 25% of the equity Long term investment in secured bonds Chairman President >=300,000 <300,000 20% of the equity 10% of the equity Long term investment in unsecured bonds Board of Director 10% of the equity 5% of the equity Short term investment in bonds and bond funds Functional Head of Finance Center/Sub-center Head of Finance Division Head of Finance >=300,000 >=200,000; <300,000 <200,000 30% of the equity 15% of the equity Other securities Chairman President >=300,000 <300,000 10% of the equity 5% of the equity Explanation：	Appendix “Authorization Schedule for Acquisition or Disposal of Assets and the Limits on Securities Investment” Asset Item Approver Authority Aggregate Investment Limit Individual Investment Limit Real property or right-of-use assets thereof not for business use Board of Director 10% of the equity 5% of the equity Equity investment in wholly-owned subsidiaries Board of Director Chairman >=300,000 <300,000 150% of the equity 150% of the equity Equity investment in non-wholly owned subsidiaries Board of Director Chairman >=300,000 <300,000 100% of the equity 100% of the equity ~~Strategical~~ Other investment in equities Board of Director Chairman >=300,000 <300,000 50% of the equity 25% of the equity ~~Financial~~ ~~investment in~~ ~~equities~~ ~~Board of Director~~ ~~Chairman~~ ~~>=200,000~~ ~~<200,000~~ ~~50% of the~~ ~~equity~~ ~~25% of the~~ ~~equity~~ Long term investment in secured bonds Chairman President >=300,000 <300,000 20% of the equity 10% of the equity Long term investment in unsecured bonds Board of Director 10% of the equity 5% of the equity Short term Functional Head >=300,000 30% of the 15% of the						To meet the operational needs
		Asset Item	Approver	Authority	Aggregate Investment Limit	Individual Investment Limit
		Real property or right-of-use assets thereof not for business use	Board of Director		10% of the equity	5% of the equity
		Equity investment in wholly-owned subsidiaries	Board of Director Chairman	>=300,000 <300,000	150% of the equity	150% of the equity
		Equity investment in non-wholly owned subsidiaries	Board of Director Chairman	>=300,000 <300,000	100% of the equity	100% of the equity
		~~Strategical~~ Other investment in equities	Board of Director Chairman	>=300,000 <300,000	50% of the equity	25% of the equity
		~~Financial~~ ~~investment in~~ ~~equities~~	~~Board of Director~~ ~~Chairman~~	~~>=200,000~~ ~~<200,000~~	~~50% of the~~ ~~equity~~	~~25% of the~~ ~~equity~~
		Long term investment in secured bonds	Chairman President	>=300,000 <300,000	20% of the equity	10% of the equity
		Long term investment in unsecured bonds	Board of Director		10% of the equity	5% of the equity
		Short term	Functional Head	>=300,000	30% of the	15% of the

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Before amendment

The ”equity” means the equity attributable to stockholders of the Company on the balance sheet.
The individual investment limit shall not apply to a foreign holding company, whose 100% outstanding voting shares are held directly or indirectly by the Company.
Short term investment in bonds should not expand the effect on profit by leverage through hypothecation 、 guarantee or any means.

After amendment
investment in of Finance	equity	equity
bonds and Center/Sub-center >=200,000;
bond funds Head of Finance Division Head of Finance <300,000 <200,000 Other securities Chairman President >=300,000 <300,000 Explanation：	10% of the equity	5% of the equity
1. The ”equity” means the equity attributable to stockholders of the
Company on the balance sheet.
~~2. The individual investment limit shall not apply to a foreign holding~~
~~company, whose 100% outstanding voting shares~~	~~are held directly or~~
~~indirectly by the Company.~~
2. The“subsidiaries”mean the subsidiaries in the Company’s consolidated
financial statements.
3. Short term investment in bonds should not expand the effect on profit
by leverage through hypothecation、guarantee or any means.

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Comparison Table for the Handling Procedures for Providing Endorsements and Guarantees for Third Parties

Before and After Amendment

	Before amendment		After amendment	Reason of amendment
	Article 3 Scope of Application The endorsements and/or guarantees to be provided by the Company in accordance with this Handling Procedures include the following: (1) Endorsements/guarantees for financing purpose, including: i) discounted bill financing; ii) endorsement or guarantee provided to other company for financing purpose; and iii) issuing negotiable instruments to the non-financial institution, as collateral, for the Company’s financing purpose. (2) Custom Duty Endorsement and/or Guarantee shall mean an endorsement or guarantee provided by the Company or other companies in respect of the customs duties. (3) Other endorsements and/or guarantees shall mean the endorsements or guarantees other than those categorized as item (1) or item (2) above. (4) A pledge or mortgage created over the chattel or real property provided by the Company, as collateral for the loans borrowed by other companies.		Article 3 Scope of Application The endorsements and/or guarantees to be provided by the Company in accordance with this Handling Procedures include the following: (1) Endorsements/guarantees for financing purpose, including: i) discounted bill financing; ii) endorsement or guarantee provided to other company for financing purpose; and iii) issuing negotiable instruments to the non-financial institution, as collateral, for the Company’s financing purpose. (2) Custom Duty Endorsement and/or Guarantee shall mean an endorsement or guarantee provided by the Company for itself or other companies in respect of the customs duties. (3) Other endorsements and/or guarantees shall mean the endorsements or guarantees other than those categorized as item (1) or item (2) above. (4) A pledge or mortgage created over the chattel or real property provided by the Company, as collateral for the loans borrowed by other companies.	Modify wording for clarification
	Article 15 The Handling Procedures were enacted on October 9, 1998; the first amendment was made on May 29, 2003; …(omitted)…~~and~~the seventh amendment was made on June 19, 2013, and the eighth amendment was made on June 14, 2019 .		Article 15 The Handling Procedures were enacted on October 9, 1998; the first amendment was made on May 29, 2003; …(omitted)…~~and~~the seventh amendment was made on June 19, 2013, and the eighth amendment was made on June 14, 2019, and the ninth amendment was made on June 10, 2020.	To add the amendment date

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IV.Appendices

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Appendix 1: Shareholding of Directors

(1) As of April 12, 2021, the first date of local book-close period for the 2021 Annual Shareholders’ Meeting, the issued capital of the Company is NT$96,242,451,150 representing 9,624,245,115 common shares. The independent directors of the Company exceed one-half of the total director seats, and the audit committee has been established. Therefore, the provision in Article 26 of the Securities and Exchange Act, the total shares held by all directors and supervisors shall not be less than a specified percentage of its total issued shares, shall not apply.
(2) As of April 12, 2021, the actual collective shareholdings of directors were shown as below:

Title	Name	Shareholders Represented	No. of Shareholding	Shareholding %
Chairman	Shuang-Lang (Paul) Peng		5,978,413	0.06
Director	Kuen-Yao (K.Y.) Lee		10,512,153	0.11
Director	Frank Ko	AUO Foundation	312,000	0.00
Director	Peter Chen	BenQ Foundation	100,000	0.00
Independent	DirectorChin-Bing (Philip) Peng		96,670	0.00
Independent	Director Mei-Yueh Ho		0	-
Independent	Director Yen-Shiang Shih		0	-
Independent	Director Yen-Hsueh Su		0	-
Independent	Director Jang-Lin (John) Chen		0	-
Total			16,999,236	0.18

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Appendix 2: AUO Rules and Procedures for Shareholders’ Meeting

Shareholders’ meeting of the Company shall be conducted in accordance with the Rules and Procedures.
Shareholders or their proxies attending the shareholders’ meeting (the “Meeting”) shall submit the attendance card for the purpose of signing in. The number of shares represented by shareholders or their proxies attending the Meeting shall be calculated in accordance with the attendance cards submitted by the shareholders or their proxies plus the number of shares exercised by correspondence or electronic means.
The quorum required for the Meeting and the votes cast by the shareholders shall be calculated in accordance with the number of shares representing by shareholders attending the Meeting.
The Meeting shall be held at the head office of the Company or at any other appropriate place that is convenient for the shareholders to attend. The time to start the Meeting shall not be earlier than 9:00 a.m. or later than 3:00 p.m.
The chairman of the Board of Directors shall be the chair presiding at the Meeting in the case that the Meeting is convened by the Board of Directors. In case the chairman of the Board of Directors is on leave or cannot exercise his power and authority for any reason, the vice chairman shall act on behalf of the chair. In case the Company has no vice chairman, or the vice chairman is also on leave or unable to exercise his and authority for any reason, the chairman of the Board of Directors shall designate one of the directors to act on behalf of the chair. If the chairman does not make such designation, the directors shall elect from and among themselves an acting chair. If the Meeting is convened by the person other than the Board of Directors who is permitted to convene such Meeting, such person shall be the chair presiding the Meeting.
The Company may appoint designated counsel, Certified Public Accountant or other related persons to attend the Meeting.
The process of the Meeting shall be tape-recorded or videotaped and these tapes or videos shall be preserved for at least one year.
Chair shall call the Meeting to order at the time scheduled for the meeting. If the number of shares represented by the shareholders present at the Meeting has not yet constituted the quorum at the time scheduled for the Meeting, the chair may postpone the time for the Meeting. The postponements shall be limited to two times at the most and Meeting shall not be postponed for longer than one hour in the aggregate. If after two postponements no quorum can yet be constituted but the shareholders present at the Meeting represent more than one-third of the total outstanding shares of the Company, tentative resolutions may be made in accordance with Paragraph 1, Article 175 of the Company Act of the Republic of China. If during the process of the Meeting the number of shares represented by the shareholders present becomes sufficient to constitute the quorum, the chair may submit the tentative resolutions to the Meeting--- for approval in accordance with Article 174 of the Company Act of the Republic of China.
The agenda of the Meeting shall be set by the Board of Directors, if the Meeting is convened by the Board of Directors. Relevant resolutions (including extraordinary motions and the amendment to the original motion) should be voted by poll. The Meeting shall proceed in accordance with the agenda unless otherwise resolved at the Meeting.

If the shareholders' meeting is convened by a convening party other than the Board of Directors, the provisions of the preceding paragraph shall apply.

During the Meeting, the chair may, at his/her discretion, set time for intermission. Unless otherwise resolved at the Meeting, the chair cannot announce adjournment of the Meeting before all the discussion items listed in the agenda are resolved. The shareholders cannot designated any other person as chair and continue the Meeting in the same or other place after the Meeting is adjourned.

When a shareholder present at the Meeting wishes to speak, a speech note should be filled out with summary of the speech, the shareholder’s number, and the name of the shareholder. The sequence of speeches by shareholders should be decided by the chair. If any shareholder presenting the Meeting submits a speech note but
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does not speak, no speech should be deemed to have been made by such shareholder. In case the contents of the speech of a shareholder are inconsistent with the contents of the speech note, the contents of actual speech shall prevail. Unless otherwise permitted by the chair and the shareholder in speaking, no shareholder shall interrupt the speeches of the other shareholder, otherwise the chair shall stop such interruption.

Unless otherwise permitted by the chair, each shareholder shall not, for each discussion item, speak more than two times or longer than 5 minutes each time. In case the speech of any shareholder violates this provision or exceeds the scope of the discussion item, the chair may stop the speech of such shareholder.
Any legal entity designated as proxy by a shareholder(s) to be present at the Meeting may appoint only one representative to attend the Meeting. If a legal entity is a shareholder and designates two or more representatives to attend the Meeting, only one representative can speak for each discussion item.
After the speech of a shareholder, the chair may respond him/herself or appoint an appropriate person to respond.
The chair may announce to end the discussion of any item and amendment or extraordinary motions proposed by the shareholders, to go into voting if the chair deems it appropriate.
The voting method and procedures shall be announced by the chair or a person designated by the chair. The person(s) to monitor and the person(s) to count the ballots shall be appointed by the chair. The person(s) monitoring the ballots shall be a shareholder(s). The result of voting shall be announced at the Meeting and recorded in the minutes of the Meeting.
Except otherwise provided in the Company Act of the Republic of China or the Articles of Incorporation of the Company, a resolution shall be adopted by a majority of the votes represented by the shareholders present at the Meeting. The resolution shall be deemed adopted and shall have the same effect as if it was voted by casting ballots if no objection is voiced after solicitation by the chair.
If there is amendment to or substitute for a discussion item, the chair shall decide the sequence of voting for such discussion item, the amendment or the substitute. If any of them has been adopted, the other shall be deemed vetoed and no further voting is necessary.
The chair may require or supervise the disciplinary officers or the security guards to assist in keeping order of the Meeting place. Such disciplinary officers or security guards shall wear badges marked “Disciplinary Officer” for identification purpose.
In case of incident due to force majeure, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed. If the meeting venue is no longer available for continued use and not all of the items on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.
Any matter not provided in the Rules and Procedures shall be handled in accordance with the Company Act of Republic of China and the Articles of Incorporation of the Company.
The Rules and Procedures shall become effective from the date on which the Rules and Procedures are approved by the Meeting. The same shall apply to amendments to the Rules and Procedures.
These Rules were enacted on April 17, 1997; the first amendment was made on April 23, 1999; the second amendment was made on June 6, 2014; the third amendment was made on June 17, 2020.
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Appendix 3: Articles of Incorporation

Chapter 1: General Provisions

Article 1

The Company is incorporated, registered and organized as a company limited by shares and permanently existing in accordance with the Company Act of the Republic of China (the "Company Act") and the Company's English name is AU Optronics Corp.

Article 2

The scope of business of the Company shall be as follows:

1. CC01080	Electronic parts and components manufacturing business
2. F119010	Electronic material wholesale business (for operations outside the Science Park only)
3. CC01030	Electronic appliances and AV electronics products manufacturing business
4.CC01010	Electric Power Supply, Electric Transmission and Power Distribution Machinery
	Manufacturing
5. CC01090	Batteries Manufacturing
6. IG03010	Energy Technical Services
7. CA02990	Other Fabricated Metal Products Manufacturing
8. C801990	Other Chemical Materials Manufacturing

To research, develop, produce, manufacture and sell the following products:

(1)	Plasma display and related systems
(2)	Liquid crystal display and related systems
(3)	Organic light emitting diodes and related systems
(4)	Amorphous silicon photo sensor device parts and components
(5)	Thin film photo diode sensor device parts and components
(6)	Thin film transistor photo sensor device parts and components
(7)	Touch imaging sensors
(8)	Full color active matrix flat panel displays
(9)	Field emission displays
(10)	Single crystal liquid crystal displays
(11)	Original equipment manufacturing for amorphous silicon thin film transistor process and
	flat panel display modules
(12)	Original design manufacturing and original equipment manufacturing business for flat panel
	display modules
(13)	Solar Cell, modules, and related system and service.
(14)	New green energy related system and service (for operations outside the Science Park
	only)
(15)	Color Filters
(16)	The simultaneous operation of a trade business and maintenance service relating to the
	Company's business
(17)	The simultaneous operation of metals, Refuse Derived Fuel and chemical products from
	the Company’s manufacturing recycle processes

The operation of the businesses listed above shall be conducted in accordance with the relevant laws and regulations.

Article 3

The head office of the Company shall be in the Science-Based Industrial Park, Hsinchu, Taiwan, the Republic of China ("R.O.C.") or such other appropriate place as may be decided by the board of directors (the "Board"). Subject to the approval of the Board and other relevant authorities, the Company may, if necessary, set up branches, factories,

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branch operation offices or branch business offices both inside and outside of the R.O.C.

Article 4

The total amount of the Company's investment is not subject to the restriction of Article 13 of the Company Act. The Company may provide guarantees or endorsements on behalf of third parties due to business or investment relationships with such third parties.

Chapter 2: Shares

Article 5

The total capital of the Company is One Hundred and Twenty Billion New Taiwan Dollars (NT$120,000,000,000), divided into Twelve Billion (12,000,000,000) shares with a par value of Ten New Taiwan Dollars (NT$10) each and in registered form. The Board of Directors is authorized to issue the un-issued shares in installments.

A total of 100,000,000 shares among the above total capital should be reserved for issuance of new shares for performing obligation under the employee stock options, which may be issued in installments.

Article 6

The share certificates of the Company shall be all in registered form. The share certificates, after due registration with the competent authority, shall be signed or sealed by at least three directors and shall be legally authenticated prior to issue.

The Company may, pursuant to the applicable laws and regulations, deliver shares or other securities in book-entry form, instead of delivering physical certificates evidencing shares or other securities.

Article 7

Unless otherwise provided by applicable law and regulations, the shareholders services shall be handled in accordance with the Regulations Governing the Administration of Shareholder Services of Public Companies.

Chapter 3: Shareholders' Meetings

Article 8

Shareholders' meetings shall be of two types, ordinary meetings and extraordinary meetings. Ordinary meetings shall be convened annually by the Board within six months of the end of each fiscal year. Extraordinary meetings shall be convened in accordance with the relevant laws, whenever necessary.

Article 9

Unless otherwise provided in applicable law and regulations, a resolution shall be adopted at a meeting attended by the shareholders holding and representing a majority of the total issued and outstanding shares and at which meeting a majority of the attending shareholders shall vote in favor of the resolution. In case a shareholder is unable to attend a shareholders' meeting, such shareholder may issue a proxy in the form issued by the Company, setting forth the scope of authorization by signing and affixing such shareholder's seal on the proxy form for the representative to be present on such shareholder's behalf. Except for trust enterprises or other stock transfer agencies approved by the securities authorities, if a person is designated as proxy by more than two shareholders, any of such person’s voting rights representing in excess of 3% of the total issued and outstanding shares shall not be considered. The relevant matters related to the use and rescission of the proxy shall be conducted in accordance with the Company Act and applicable rules.

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Chapter 4: Board of Directors and Audit Committee

Article 10

The Company shall have seven to eleven directors. Directors shall be elected from a slate of director candidates, which are nominated under the Candidate Nomination System, at shareholders' meetings. Within the entire Board, the Company shall have at least three independent directors on the Board. The professional qualifications, restrictions on the shareholdings and concurrent positions held, method of nomination and election, and other matters with respect to independent directors shall be in compliance with applicable laws and regulations. The term of office for all directors shall be three (3) years. The directors are eligible for re-election. The number of the directors shall be decided by the board of directors.

The Board is authorized to determine the compensation for the directors, taking into account the extent and value of the services provided for the Company’s operation and with reference to the standards of local and overseas industry.

The Company may take out liability insurance for the directors with respect to the liabilities resulting from exercising their duties during their terms of office.

Article 10-1

Pursuant to Article 14-4 of the Securities and Exchange Act, the Company shall have the audit committee which shall be composed of all independent directors.

Article 11

The Company shall have a chairman of the Board. The chairman of the Board shall be elected by and among the directors by a majority of directors present at a meeting attended by more than two thirds of directors. As necessary, a vice chairman may be elected by and among the directors in the same manner. The chairman of the Board shall preside internally at the meetings of the Board and shall externally represent the Company. In case the chairman of the Board asks for leave or for other reason cannot exercise his power and authority, the vice chairman shall act on his behalf. In case there is no vice chairman or the vice chairman is also on leave or cannot exercise his power and authority for any reason, the chairman of the Board may designate one of the directors to act on his behalf. In the absence of such a designation, the directors shall elect a designee from among themselves.

Article 12

Where a director is unable to attend a meeting of the Board, he may appoint another director to represent him by proxy in accordance with Article 205 of the Company Act. Each director may act as a proxy for one other director only.

The meeting of the Board of Directors shall be convened in accordance with the Company Act. In calling a meeting of the Board of Directors, a notice may be given to each director by means of electronic mail or facsimile.

Chapter 5: President & Vice Presidents

Article 13

The Company shall have one or more managerial personnel. Appointment, dismissal, and remuneration of the president and vice presidents shall be subject to the provisions of the Company Act.

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Chapter 6: Accounting

Article 14

After the end of each fiscal year, the Board shall prepare and submit the following documents: (1) business report, (2) financial statements, (3) proposal for allocation of earnings or recovery of loss to the shareholders in accordance with applicable laws at the ordinary meeting of shareholders for their acceptance.

Article 15

Where the Company has a profit before tax for each fiscal year, the Company shall first reserve certain amount of the profit to recover losses for preceding years, and then set aside no less than 5% of the remaining profit for distribution to employees as remuneration and no more than 1% of the remaining profit for distribution to directors as remuneration.

Article 15-1

Where the Company has a profit at the end of each fiscal year, the Company shall first allocate the profit to pay taxes and cover accumulated losses, and then 10% of the remaining net earnings shall be allocated as the Company's legal reserve unless and until the accumulated legal reserve reaches the paid in capital. Certain amount shall be further allocated as special reserve or the special reserve shall be reversed in accordance with applicable laws and regulations or as requested by the competent authority. The balance (if any) together with accumulated unappropriated retained earnings can be distributed after the distribution plan proposed and approved. Dividend distribution in the form of shares (in whole or in part) shall be approved by the shareholders’ meeting. Dividend distribution in the form of cash shall be approved by the Board and a report of such distribution shall be submitted to the shareholders’ meeting.

The Company's dividend policy is to pay dividends from surplus considering factors such as the Company's current and future investment environment, cash requirements, domestic and overseas competitive conditions and capital budget requirements, and taking into account the shareholders' interest, maintenance of a balanced dividend and the Company's long term financial plan. If the retained earnings available for distribution of the current year reaches 2% of the paid in capital of the Company, no less than 20% of the retained earnings available for distribution of the current year shall be distributed as dividend. If the retained earnings available for distribution of the current year does not reach 2% of the paid in capital of the Company, the Company may distribute no dividend. The cash portion of the dividend shall not be less than 10% of the total dividend in the form of cash and stock.

The dividend distribution ratio in the preceding paragraph could be adjusted taking into consideration finance, business and operations, etc.

Article 15-2

Where the Company incurs no loss, the Company may distribute the portion of legal reserve which exceeds 25% of the Company’s paid-in capital and the capital reserves permitted for distribution under the Company Act, in whole or in part, in the form of cash, to the shareholders in proportion to their shareholdings by the resolution adopted by the Board and a report of such distribution shall be submitted to the shareholders’ meeting.

Article 15-3

The employees who are entitled to employees remunerations in the form of shares or cash, employee stock option, restricted employee stock, the bought back shares to be transferred by the Company and the new shares reserved for employees subscription in the Company’s share offering include employees of subsidiaries of the Company meeting certain specific qualifications and the Board or the person duly designated by the Board is authorized to decide such qualifications and allocation.

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Chapter 7: Supplementary Articles

Article 16

With respect to the matters not provided herein, the Company Act and other applicable laws and regulations shall govern.

Article 17

These Articles of Incorporation were enacted by the incorporators in the incorporators meeting held on July 18, 1996 and were effectively approved by the competent authority.

The first amendment was made on September 18, 1996. The second amendment was made on September 15, 1997. The third amendment was made on April 23, 1998. The fourth amendment was made on April 23, 1999. The fifth amendment was made on March 9, 2000. The sixth amendment was made on May 10, 2001. The seventh amendment was made on May 10, 2001. The eighth amendment was made on October 17, 2001. The ninth amendment was made on May 21, 2002. The tenth amendment was made on May 29, 2003. The eleventh amendment was made on April 29, 2004. The twelfth amendment was made on June 14, 2005. The thirteenth amendment was made on June 15, 2006. The fourteenth amendment was made on June 13, 2007. The fifteenth amendment was made on June 19, 2009. The sixteenth amendment was made on June 10, 2011. The seventeen amendment was made on June 13, 2012. The eighteenth amendment was made on June 19, 2013. The nineteenth amendment was made on June 16, 2016. The twentieth amendment was made on June 15, 2017. The twenty-first amendment was made on June 14, 2019. The twenty-second amendment was made on June 17, 2020.

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Appendix 4 Influence of Proposed Stock Dividend Distribution upon 2020 Operating Performance, Earnings Per Share, and Return on Investment

Not applicable because the Company’s Board of Directors did not propose stock dividend distribution for the year of 2020.

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AI assistant

AUO — AGM Information 2021

52062_rns_2021-09-02_7673e0e8-811e-4ebb-9cf9-c09840bf5631.pdf

AU OPTRONICS CORP.

2021 Annual General Shareholders’ Meeting

Meeting Agenda (Translation)

Date: June 10, 2021

NOTES TO SHAREHOLDERS:

Table of Contents

II. Meeting Agenda

III. Attachments

IV. Appendices

I. Meeting Procedure

AU Optronics Corp.

2021 Annual General Shareholders’ Meeting Procedure

II. Meeting Agenda

AU Optronics Corp.

2021 Annual General Shareholders’ Meeting Agenda

Time: 9:30 a.m., June 10, 2021, Thursday

Place: Meeting Room in AUO's Global Research Center

1. Chair’s Address

2. Report Items

3. Recognition Items

4. Discussion Items

Report Items

5. To report the indirect investments in China in 2020

6. To report the issuance of securities in private placement

Explanation:

Recognition Items

Resolution:

Discussion Items

Explanation:

Resolution:

Resolution:

Explanation:

Resolution:

Extraordinary Motions

Meeting Adjourn

III. Attachments

Attachment 1 2020 Business Report

1. Go Premium:

2. Go Vertical:

Audit Committee’s Review Report

Independent Auditors’ Report

Opinion

Basis for Opinion

Key Audit Matters

1. Impairment of long-term non-financial assets (including goodwill)

Description of key audit matter:

How the matter was addressed in our audit:

2. Revenue recognition

Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements

KPMG

Notice to Readers

AU OPTRONICS CORP. Balance Sheets

AU OPTRONICS CORP.

Statements of Comprehensive Income For the years ended December 31, 2020 and 2019 (Expressed in thousands of New Taiwan dollars , except for Earnings (loss) per share)

AU OPTRONICS CORP. Statements of Changes in Equity For the years ended December 31, 2020 and 2019 (Expressed in thousands of New Taiwan dollars)

AU OPTRONICS CORP. Statements of Cash Flows

AU OPTRONICS CORP. Statements of Cash Flows

For the years ended December 31, 2020 and 2019 (Expressed in thousands of New Taiwan dollars)

Independent Auditors’ Report

To the Board of Directors of AU Optronics Corp.:

Opinion

Basis for Opinion

Key Audit Matters

1. Impairment of long-term non-financial assets (including goodwill)

Description of key audit matter:

How the matter was addressed in our audit:

2. Revenue recognition

Description of key audit matter:

How the matter was addressed in our audit:

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Readers

AU OPTRONICS CORP. AND SUBSIDIARIES Consolidated Balance Sheets December 31, 2020 and 2019 (Expressed in thousands of New Taiwan dollars)

AU OPTRONICS CORP. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income For the years ended December 31, 2020 and 2019 (Expressed in thousands of New Taiwan dollars , except for Earnings (loss) per share)

AU OPTRONICS CORP. AND SUBSIDIARIES Consolidated Statements of Changes in Equity For the years ended December 31, 2020 and 2019 (Expressed in thousands of New Taiwan dollars)

Equity Attributable to Shareholders of AU Optronics Corp.

AU OPTRONICS CORP. AND SUBSIDIARIES

AUO AGM Information 2021