MSI — AGM Information 2019

Jun 24, 2019

Micro‐Star International Co., Ltd. 2019 Annual Shareholders' Meeting Minutes

(Translation)

Time: 9:00 a.m. on Friday, June 14, 2019.

Place: 11F., No.866‐11, Zhongzheng Rd., Zhonghe Dist., New Taipei City 235, Taiwan (R.O.C.)

Total shares represented by shareholders present in person or proxy: 705,652,162 shares were represented by shareholders in person and by proxy(including by exercising voting rights electronically 444,402,761 shares),which are mounted to 83.52% of the Company's 844,856,199 issued and outstanding shares.

Director present: Hsu,Hsiang ， Huang,Chin‐Ching ， Lin,Wen‐Tung ， Yu, Hsien‐Neng ，

Chiang,Sheng‐Chang ， Kuo,Hsu‐Kuang ， Liao,Chun‐Keng ，

Hung,Yu‐Sheng

Independent Director: Wang,Sung‐Chou ， Liu ,Cheng‐Yi ， Hsu,Kao‐Shan Attendance: Liang, Hua‐Ling, CPA

Chairman: Hsu, Hsiang Recorder: LIN,HUI‐FANG

Call the Meeting to Order: The Chairman announced that the aggregate

shareholding of the shareholders present in person or by proxy constituted a quorum. The Chairman called the meeting to order.

Chairman Remarks: (Omitted)

I. Report Items:

1. Business Report of 2018

2. The Audit Committee's Review Report on the 2018 Financial Statements

3. Report of Employees’ Compensation and Directors’ Compensation for 2018.

4. (1)2018 Employees’ Compensation and Directors’ Compensation distribution plan is in accordance with Article 235‐1 of the Company Act and Article 19‐1 of the Articles of Incorporation.

5. (2)The company's 2018 profit before allocation of Employees’ Compensation and Directors’ Compensation is NT $ 7,593,734,339; of which an approximate 6.78% is distributed to Employees’ Compensation, count NT $ 515,000,000 (all cash distribution) ; of which 0.65% is distributed to Directors’ Compensation, count NT$49,500,000. Both Eemployees’ Compensation and Directors’ Compensation are distributed in cash.

6. (3)The distribution above is resolved by the Company’s Remuneration Committee and the Board of Directors. The above figures are no difference from the amount recognized in 2018.

II. Adoption Items:

1. Proposed by the Board

Proposal:

Adoption of the 2018 Business Report and Financial Statements

Explanation:

• (1)MSI Company’s Financial Statements, including the balance sheet, income statement, statement of changes in shareholders’ equity, and statement of cash flows, were audited by independent auditors, Liang, Hua‐Ling and Lai, Chung‐His of PricewaterhouseCoopers, Taiwan. Also Business Report and Financial Statements have been approved by the Board of Directors and examined by the Audit Committee.

• (2)The 2018 Business Report, independent auditors’ audit report, and the above‐mentioned Financial Statements. Please refer to Handbook for the 2019.

Voting Results:

Shares represented at the time of voting:705,650,162

Votes in favor	Votes against	Votes invalid	Votes abstained	Votes in favor of the total represented sharepresent
606,853,134	326,021	0	98,471,007	85.99%
Including votes casted electronically Approved, that the above proposal be and hereby was approved as proposed.

2.

Proposed by the Board

Proposal:

Adoption of the Proposal for Distribution of 2018 Profits Explanation:

• (1)The Board of Directors has adopted a Proposal for Distribution of 2018 Profits in accordance with Article 19 of the Articles of Incorporation. 2018 Earnings Distribution Table as below.

Micro‐Star International Co., Ltd. Earnings Distribution Table of 2018

（Unit: NT＄）

Micro‐Star International Co., Ltd. Earnings Distribution Table of 2018	（Unit: NT＄）
Items	Amount
Beginning retained earnings	9,948,776,669
(‐) Remeasurement of defined benefit obligation	(12,968,634)
+2018 Net Profit after Tax	6,041,120,053
(‐)10% Legal Reserve	(604,112,905)
(‐)Special Reserve	(84,151,070)
(‐)Cash Dividends to Share Holders (NT$4.5 per share)	(3,801,852,895)
Unappropriated Retained Earnings	11,486,820,218

Chairman：Hsu, Hsiang CEO：Chiang, Sheng‐Chang Accounting Officer：Lin, Hui‐Chin

Note:

• 1.The dividend rate changed after this date as the number of shares circulated on the market under the influence of the following factors: buying back of the company shares, transfer or revocation of treasury shares, and offering stock options for employees. Please allow the chairperson to handle the affair.

• 2.With the approval of the cash dividend by the meeting of shareholders, the Board of Directors will be authorized to determine the base date and distribution date of dividends. Cash dividends will be distributed up to one dollar (rounded down values below NT$1). The odd amount will be combined to the Company’s non‐operating income.

• 3.Profit of 2018 is prioritized for profit distribution this year.

Voting Results:

Shares represented at the time of voting: 705,650,162

Votes in favor	Votes against	Votes invalid	Votes abstained	Votes in favor of the total represented sharepresent
608,142,134	60,021	0	97,448,007	86.18%

Including votes casted electronically

Approved, that the above proposal be and hereby was approved as proposed.

III. Discussion Items

1. Proposed by the Board

Proposal:

To discuss amendment to the ‟Articles of Incorporation”. Please proceed to discuss.

Explanation:

In accordance with the laws, The Company hereby proposes amendments to the some articles of the Company’s “Articles of Incorporation”. Please refer to Handbook for the 2019.

Voting Results:

Shares represented at the time of voting: 705,650,162

Votes in favor	Votes against	Votes invalid	Votes abstained	Votes in favor of the total represented sharepresent
606,923,107	59,047	0	98,668,008	86.00%
Including votes casted electronically

Approved, that the above proposal be and hereby was approved as proposed.

2. Proposed by the Board

Proposal:

To discuss amendment to the ‟Operational Procedures for Loaning of Company Funds”. Please proceed to discuss.

Explanation:

In order to conform to the needs of commercial practice (or amendments to related commercial laws), the company hereby proposes to amend the ‟Operational Procedures for Loaning of Company Funds”. Please refer to Handbook for the 2019.

Voting Results:

Shares represented at the time of voting: 705,650,162

Votes in favor	Votes against	Votes invalid	Votes abstained	Votes in favor of the total represented sharepresent
606,921,377	59,097	0	98,669,688	86.00%

Including votes casted electronically

Approved, that the above proposal be and hereby was approved as proposed.

3. Proposed by the Board

Proposal:

To discuss amendment to the ‟Operational Procedures for Endorsements and Guarantees”. Please proceed to discuss.

Explanation:

In order to conform to the needs of commercial practice (or amendments to related commercial laws), the company hereby proposes to amend the ‟Operational Procedures for Endorsements and Guarantees” Please refer to Handbook for the 2019.

Voting Results:

Shares represented at the time of voting: 705,650,162

Votes in favor	Votes against	Votes invalid	Votes abstained	Votes in favor of the total represented sharepresent
606,920,378	59,097	0	98,670,687	86.00%

Including votes casted electronically

Approved, that the above proposal be and hereby was approved as proposed.

4. Proposed by the Board

Proposal:

To discuss amendment to the ‟Operational Procedures for Acquisition or Disposal of Assets”. Please proceed to discuss.

Explanation:

In order to conform to the needs of commercial practice (or amendments to related commercial laws), the company hereby proposes to amend the ‟Operational Procedures for Acquisition or Disposal of Assets”. Please refer to Handbook for the 2019.

Voting Results:

Shares represented at the time of voting: 705,650,162

Votes in favor	Votes against	Votes invalid	Votes abstained	Votes in favor of the total represented sharepresent
606,920,377	59,098	0	98,670,687	86.00%

Including votes casted electronically

Approved, that the above proposal be and hereby was approved as proposed.

5. Proposed by the Board

Proposal:

To approve the Proposal of Cash Distribution from the Capital Surplus.

Explanation:

• (1)In accordance with Article 241 of the Company Act, it is proposed a cash distribution of NT$422,428,099 from the capital surplus derived from any common stock issued at a premium by the Company. The cash will be distributed to the shareholders whose names and respective shares are in the shareholders’ register on the record date for ex‐dividend, at a ratio of NT$0.5 per share.

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

• (3)Subject to this cash distribution approved by the General Shareholders’ Meeting, it is proposed the General Shareholders’ Meeting to authorize the Board of Directors with full power to determine the record date for the cash distribution from capital surplus. Rounded down to full NT dollar and the fractional amounts will be aggregately recognized as the Company’s other income.

• (4) Please discuss.

Voting Results:

Shares represented at the time of voting: 705,650,162

Votes in favor	Votes against	Votes invalid	Votes abstained	Votes in favor of the total represented sharepresent
606,925,107	57,051	0	98,668,004	86.00%

Including votes casted electronically

Approved, that the above proposal be and hereby was approved as proposed.

IV. Extempore motions: None

V. Adjournment

In case of any discrepancy between the English and Chinese version of those minutes of 2019 Annual Shareholders’ Meeting o f Micro‐Star International Co., Ltd. ,the Chinese version shall prevail.