AUO

Governance

Election of Directors

Method of Directors (Including Independent Directors) Election：
According to AUO's Articles of Incorporation, directors (including independent directors) shall be elected pursuant to the Candidate Nomination System. 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 of the ROC Company Act and Securities and Exchange Act.

Process of Directors (Including Independent Directors) Election：
Prior to the expiration of the tenure of AUO's 8th Board of Directors, the Board of Directors resolved, according to AUO's Articles of Incorporation, that nine(9) directors be reelected (including five(5) independent directors) at AUO's 2019 Annual General Shareholders' Meeting. The Board of Directors also approved the Submission Period for the nomination of director candidates is from March 23, 2019 to April 1, 2019.

According to the Article 192-1 of the ROC Company Act, AUO announced on March 22, 2019 the period for accepting the nomination of director candidates, the number of directors to be elected, the place designated for accepting the roster of director nominees, and other necessary matters. Any shareholder holding 1% or more of the outstanding shares of the Company may nominate candidate(s) for directors in writing, provided that the total number of director nominees shall not exceed the number of the directors to be elected. Any shareholder qualified to so nominate may submit to the Company the name(s) of the director nominee(s), and shall send, during the nomination time period from March 23 to April 1, 2019, the name, education background and past work experience of the nominee(s), a letter signed by each nominee of independent director consenting to act as independent director if elected, a written statement issued by each nominee of independent director assuring that he/she is not prohibited from so acting under any of the circumstances set forth in Article 30 of the ROC Company Act, and other relevant documents signed and provided by each nominee to AUO via registered post sent to the following address: No. 1, Li-Hsin Road 2, Hsinchu Science Park, Hsin-Chu, Taiwan, ROC.

During the above submission period, AUO received one proposal from the Board of Director of AUO to nominate nine(9) candidates, Mr. Shuang-Lang (Paul) Peng, Mr. Kuen-Yao (K.Y.) Lee, Mr. Kuo-Hsin (Michael) Tsai (Representative of AUO Foundation), Mr. Peter Chen (Representative of BenQ Foundation), Mr. Chin-Bing (Philip) Peng (independent director), Ms. Mei-Yueh Ho (independent director), Mr. Yen-Shiang Shih (independent director), Ms. Yen-Hsueh Su (independent director) and Mr. Jang-Lin (John) Chen (independent director). The Board of Directors appointed the above nominated candidates to stand for election at AUO's 2019 Annual General Shareholders' Meeting.

The list of the nominated directors candidates are listed below：

Types of Nominee	Name
Director	Shuang-Lang (Paul) Peng
Director	Kuen-Yao (K.Y.) Lee
Director	Kuo-Hsin (Michael) Tsai, Representative of AUO Foundation
Director	Peter Chen, Representative of BenQ Foundation
Independent Director	Mei-Yueh Ho
Independent Director	Chin-Bing (Philip) Peng
Independent Director	Yen-Shiang Shih
Independent Director	Yen-Hsueh Su
Independent Director	Jang-Lin (John) Chen

Result of election of directors：
The result of election of directors at AUO 2019 Annual General Shareholders' Meeting on 14 June 2019：

Title	Shareholder Name or Name	Votes Received
Director	Shuang-Lang (Paul) Peng	6,462,820,789
Director	Kuen-Yao (K.Y.) Lee	6,107,222,491
Director	Kuo-Hsin (Michael) Tsai, Representative of AUO Foundation	6,212,747,799
Director	Peter Chen, Representative of BenQ Foundation	5,681,137,962
Independent Director	Mei-Yueh Ho	6,212,292,248
Independent Director	Chin-Bing (Philip) Peng	6,074,903,141
Independent Director	Yen-Shiang Shih	6,282,345,733
Independent Director	Yen-Hsueh Su	6,245,274,932
Independent Director	Jang-Lin (John) Chen	6,314,641,614

Qualification Requirements of Independent Directors

Qualification Requirements of Independent Directors：
The professional qualifications, work experience, independence status and restriction of concurrently serve as an independent director of other public companies of Mr. Chin-Bing (Philip) Peng, Ms. Mei-Yueh Ho, Mr. Yen-Shiang Shih, Ms. Yen-Hsueh Su and Mr. Jang-Lin (John) Chen are comply with Article 2 to Article 4 of Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies. Their professional qualifications and independence status are listed in the table below：

Criteria		Name
		Chin-Bing (Philip) Peng	Mei-Yueh Ho	Yen-Shiang Shih	Yen-Hsueh Su	Jang-Lin (John) Chen
Meet One of the Following Profession Qualification Requirements, Together with at Least Five Years Work Experience	An Instructor or Higher Position in a Department of Commerce, Law, Finance, Accounting, or Other Academic Department Related to the Business in a Public or Private Junior College, College or University			V		V
	A Judge, Public Prosecutor, Attorney, Certified Public Accountant, or Other Professional or Technical Specialists Who Has Passed a National Examination and Been Awarded a Certificate in a Profession Necessary Field of Company Finance
	Have Work Experience in the Area of Commerce, Law, Finance, or Accounting, or Other Necessary Field of Company Finance	V	V	V	V	V
Independent Status (Note)	1	V	V	V	V	V
	2	V	V	V	V	V
	3	V	V	V	V	V
	4	V	V	V	V	V
	5	V	V	V	V	V
	6	V	V	V	V	V
	7	V	V	V	V	V
	8	V	V	V	V	V
	9	V	V	V	V	V
	10	V	V	V	V	V
Number of Other Public Companies Concurrently Serving as an Independent Directors		1	3	2	2	0

Note：Directors during the two years before being elected or during the term of office, have been or be any of the following, please tick the appropriate corresponding boxes：

Not an employee of the company or any of its affiliates;
Not a director or supervisor of the company’s affiliates. The same does not apply, however, in cases where the person is an independent director of the company, its parent company, or any subsidiary in which the company holds, directly or indirectly, more than 50% of the voting shares;
Not a natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate amount of 1% or more of the total number of outstanding shares of the company or ranking in the top 10 in holdings;
Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the persons in the preceding three subparagraphs;
Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the total number of outstanding shares of the company or that holds shares ranking in the top five in holdings;
Not a director, supervisor, officer, or shareholder holding 5% or more of the shares, of a specified company or institution that has a financial or business relationship with the company;
Not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides commercial, legal, financial, accounting services or consultation to the company or to any affiliate of the company, or a spouse thereof, provided that this restriction does not apply to any member of the compensation committee who exercises powers pursuant to Article 7 of the “Regulations Governing the Establishment and Exercise of Powers of Compensation Committees of Companies whose Stock is Listed on the TWSE or Traded on the GTSM”;
Not having a marital relationship, or a relative within the second degree of kinship to any other director of the company;
Not been a person of any conditions defined in Article 30 of the Company Act; and
Not a governmental, juridical person or its representative as defined in Article 27 of the Company Act.