TWSE：2409
OTC Markets：AUOTYAUO Corporation

2024 Annual General Shareholders’ Meeting

Meeting Agenda(Translation)

Date: May 30, 2024

NOTES TO SHAREHOLDERS:
1.
2.
3.
4.

For the Company’s 2023 annual report, please refer to the Company’s website athttps://www.auo.com/en-global/shareholder_information/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 2023 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 2024 Annual General Shareholders’ Meeting will be available on the
Company’s website within 20 days after the Meeting at https://www.auo.com/englobal/shareholder_information/index-0-Table of Contents
I. Meeting Procedure

II. Meeting Agenda

III. Attachments
1.
2.
3.
4.
5.
6.
7.

2023 Business Report
The communication between independent directors and the head of internal audit
Audit Committee’s Review Report
Independent Auditors’ Report and 2023 Parent Company Only Financial Statements
Independent Auditors’ Report and 2023 Consolidated Financial Statements
2023 Earnings Distribution Proposal
Comparison table for the Rules for the Election of Directors g before and after the amendment

IV. Appendices
1.
2.
3.

Articles of Incorporation
AUO Rules and Procedures for Shareholders’ Meeting
Shareholding of Directors------Disclaimer---THIS IS A TRANSLATION OF THE AGENDA FOR THE 2024 ANNUAL GENERAL SHAREHOLDERS’MEETING OF AUO CORPORATION. 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-2-

AUO Corporation
2024 Annual General Shareholders’ Meeting Procedure- Call Meeting to Order- Chair’s Address- Report Items- Recognition Items- Discussion Items- Extraordinary Motions- Meeting Adjourn-3-II. Meeting Agenda-4-

AUO Corporation
2024 Annual General Shareholders’ Meeting Agenda
Method of Convening the Meeting: Hybrid Shareholders' Meeting
Time: 9:30 a.m., May 30, 2024, Thursday
Place : Meeting Room in AUO's Headquarter(No. 1, Gongye E. 3rd Rd., East Dist., Hsinchu Science Park, Hsinchu City)
E-Meeting Platform： “E-Voting platform” by Taiwan Depositary & Clearing Corporation（https:// stockservices.tdcc.com.tw）
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 2023
(2) Audit Committee's Review Report and Communication between members of Audit
Committee and head of Internal Audit(3) To report the cash distribution from capital surplus(4) To report 2023 directors’ remuneration
3. Recognition Items(1) To accept 2023 Business Report and Financial Statements(2) To accept the proposal for the distribution of 2023 earnings
4. Discussion Items(1) To amendment the Rules for the Election of Directors
5. Extraordinary Motions
6. Meeting Adjourn-5-

Report Items
1. To report the business of 2023
Explanation: The 2023 Business Report is attached hereto as Attachment 1 (Pages 10-12).
2. 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 13).
Please refer to Page 29 in 2023 Annual Report for the communication between membersof Audit Committee and head of Internal Audit.
3. To report the cash distribution from capital surplus
Explanation:(1) It is proposed to distribute NT$6,901,092, 875 from capital surplus of the issuing premium of
the par value of the common share pursuant to Article 241 of the Company Act (NT$0.9 forevery common share, i.e. NT$900 for every 1,000 common shares held).
(2) It is proposed that the Chair of Board of Directors shall be authorized to determine the record
date for the distribution. In the event that changes in the Company's share capital affect the
number of shares outstanding, resulting in adjustments to the cash distribution ratio forshareholders, the Chair of Board of Directors is authorized to adjust the distribution ratio basedon the actual number of shares outstanding on the distribution base date.
(3) The distribution will be based on the list of shareholders registered as of the record date of cash
distribution of capital surplus. The distribution to each shareholder will be paid to the roundeddown full NT dollar. Amounts less than one whole NT dollar are rounded-down to the nearest
NT dollar. The aggregate unpaid cash distribution resulting from the above rounded-down, will
be distributed to shareholders in the descending order of decimal point and the ascending orderof shareholder account numbers, until the total amount of the approved cash distribution has
been fully distributed.
4. To report 2023 directors’ remuneration
Explanation:(1) No directors’ remunerations distributed by the Company in 2023 fiscal year.
(2) The compensation to directors, compensation policy, amount and content please refer to Pages
19-20 in 2023 Annual Report.

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Recognition Items
1. To accept 2023 Business Report and Financial Statements (proposed by the Board)
Explanation:(1) The 2023 Financial Statements were audited by the independent auditors, Yu, Chi-Lung and Yu,
Wan-Yuan of KPMG.
(2) For the 2023 Business Report, Independent Auditors’ Report, and the 2023 Financial Statements,
please refer to Attachments 1 and 3-4 (Pages 10-12 and Pages 14-31).
Resolution:
2. To accept the proposal for the distribution of 2023 earnings (proposed by the Board)
Explanation:(1) The beginning balance of Unappropriated Retained Earnings was NT$32,705,034,866, after
adding Change in Remeasurement of Defined Benefit Plan deducting Disposal of Equity
Instruments at Fair Value through, Net Loss after tax of 2023 and Allowance for Special
Reserve, the retained earnings in 2023 available for distribution is NT$13,661,429,290.
(2) Not to distribute cash dividends for 2023.
(3) The proposal for 2023 earnings distribution, please refer to Attachment 5 (Page 32).
Resolution:-7-

Discussion Items
1. To amendment the Rules for the Election of Directors (proposed by the Board)
Explanation:(1) The Company has adopted the candidate nomination system for the election of directors.
Shareholders are required to elect directors from the list of nominees provided in the roast of
candidates. From the roast of candidates, shareholders will obtain relevant information of eachcandidate. Therefore, it is proposed to delete relevant requirements for identifying candidates
by shareholders’ account number or ID number.
(2) Comparison table for before and after the amendment is attached hereto as Attachment 6 (Pages
33&34).
Resolution:

Extraordinary Motions

Meeting Adjourn-8-III. Attachments-9-

Attachment 1
2023 Business Report
Reflecting on 2023, collaborative efforts throughout the entire supply chain played a crucial role innormalizing overall channel inventories of consumer electronic products, thereby contributing to thegradual stabilization of panel prices. However, the global economy faced headwinds from unfavorable
factors such as war, inflation, and interest rate, which persisted throughout the year, impeding the fullrecovery of end demand. Despite the challenging environment, the Company's overall revenue saw amodest increase of 0.5% compared to 2022, reaching NT$247.96 billion. Notably, revenue from verticalbusiness grew by nearly 20% from the prior year, mitigating the decline in revenue from the panel
business. AUO’s overall loss also narrowed compared to 2022.

Although the panel industry has experienced fluctuations in recent years, the Company's operations haveconsistently generated cash inflows, which have helped to lower the debt ratio and improve our financial
profile. A stable financial structure and ample cash resources give us the confidence to accelerate our
biaxial transformation strategy, continuing to focus on increasing the higher value-added products andexpanding our vertical business.
 Next-generation display technology
In the panel business, AUO mainly focuses on next-generation LED display technologies, progressing
from Mini LED backlight and high-end direct-view LED display to Micro LED. This approach hasoffered us a comprehensive technology platform and ecosystem, enhancing AUO's industry profile andsolidifying our leadership as the primary supplier of display products.
Mini LED backlight: Mini LED is used as the backlighting for LCD panels, offering
advantages such as high contrast, wide color gamut, and low power consumption. In the
recent years, AUO has applied this technology in automotive, high-end medical, and gaming
displays, making it a competitive technology against OLED.
High-end direct-view LED display: Displays that use LED chips directly as pixel units canovercome the size limitations of existing display technology. It also offers many advantages,
including high brightness, wide color gamut, high contrast, low power consumption, and long
lifespan. AUO has applied this technology in spherical display, solution for situation room,
LED virtual production studio, and other field applications.
Micro LED: In 2023, AUO led the market with the shipment of 1.39-inch Micro LED display
for smartwatches. This milestone demonstrates AUO's capability in advancing Micro LED
technology toward commercialization and mass production. In the future, Micro LED will be
introduced into applications such as automotive displays, super large-size tiling TV, andtransparent displays. These applications showcase the technology’s advantages, such as highbrightness, high reliability, longer lifetime, as well as ultra-high transparency, flexibility, andbendability.

 Mobility solution business
Benefiting from the booming trend of electrical vehicles and autonomous driving, displays are-10-expected to play a crucial role as the human-machine interface in the next-generation smart cockpits.
AUO has been deeply committed to the automotive display market for years, and ranked top threeamong global automotive display suppliers. With cutting-edge display technology as the core and indepth cooperation with ecosystem partners, we strive to develop the Company into a “Smart Cockpit
Display Solution Provider.” In 2023, our revenue from mobility solution business exceeded NT$43
billion, demonstrating strong momentum with an annual growth rate exceeding 25%. In our journey
towards transformation, this sector is expected to become one of AUO's important growth engines.


In October 2023, AUO's Board of Directors approved the acquisition of Behr-Hella
Thermocontrol GmbH (BHTC) in Germany.
BHTC specializes in human-machine interfaces and climate control systems for the
automotive industry. It possesses world-leading resources and R&D capabilities, with Tier 1
supplier abilities, and maintains deep collaborations with global automotive OEMs. The
merger is expected to be completed in the first half of 2024. AUO will leverage BHTC’s Tier
1 abilities, track records with automotive OEMs, and global sales channel and production
bases to accelerate the goal to transform into a “Smart Cockpit Display Solution Provider.”AUO debuts at the US Consumer Electronics Show (CES) in January 2024
The year 2024 marks AUO’s first-ever participation in CES as a Smart Cockpit Display
Solution Provider and its first entry into the main exhibition hall. The Company was proud of
earning two innovation awards recognizing our breakthroughs in transparent and rollable
Micro LED displays for automotive applications. Among them, the "Interactive Transparent
Window" integrates a highly transparent Micro LED display into vehicle side windows,
equipped with touch functionality. This exhibit won the Best of Innovation Honoree award.
This also means that the market recognizes AUO team's strong R&D capabilities and theability to meet automotive customers' various needs in smart cockpits.

 Vertical businessIn the recent years, AUO has actively developed its vertical businesses in retail, healthcare, enterprise,
education, intelligent services, green energy, and other areas. This has been accomplished through theestablishment of subsidiaries, via mergers and acquisitions, etc. Revenue from vertical businesses
exceeded NT$40 billion in 2023, marking a nearly 20% increase compared to 2022. The corresponding
proportion of revenue also rose from 15% to 17%. This growth is anticipated to continue.
In the healthcare sector, AUO has been a critical player in the professional medical display market forover a decade. We are positioned as the world's leading professional medical display supplier. With apositive outlook on the smart healthcare sector, AUO Group saw its first-ever participation in the“2023 Healthcare+ Expo Taiwan". Together with several industry partners, this endeavor brought
together our subsidiaries AUO Display Plus 1, AUO Health2, and AUO Care3 to jointly showcase
products, technologies, and solutions launched by the Group in smart healthcare. These include
products and services across five domains, including 3D surgical imaging, dental digitization,
traditional Chinese medicine digital detection, medical information integration and management, and1

AUO Display Plus Corporation
AUO Health Inc.
3
AUO Care Inc.
2-11-

elderly care. AUO will leverage its current market dominance and panel technology as a starting point
to develop vertically and provides solutions that address users' needs and solve the pain points.
Regarding the intelligent services, and with smart manufacturing as its starting point, AUO is
responding to global climate change and the trend toward global net-zero carbon emissions byinvesting in digital transformation. This transformation aims to implement ESG sustainable
development practices and apply successful transformation experiences to develop smart sustainable
service solutions for external clients. The "AUO Smart Expo 2023" brought together our subsidiaries
AUO Digitech4, AUO Envirotech5, and AUO Energy Business Headquarters to demonstrate theGroup's smart sustainable solutions in smart manufacturing, net-zero carbon emissions, and green
energy to the public for the first time. These efforts align with our corporate digital and net-zerotransformation goals, aiming to create sustainable business opportunities and enhance AUO's
competitiveness through ESG-driven value creation.
Looking forward to 2024, the global macro environment remains uncertain. Despite facing a highly
challenging operating environment, the Company remains cautiously optimistic, continues to closely
monitor the market dynamics, and remains cautious about the pace of demand recovery for various
applications. At this stage, the panel business still consumes majority of the Company’s capacity,
capital deployment, and human resources. Our primary goal for the panel business will be to optimize
its product portfolios and technology platforms to ensure stable positive cash flow. On the other hand,mobility solution and vertical businesses stand as key growth engines in the longer-term. The Company
plans to allocate more resources to accelerate the development in these two businesses, aiming to berecognized as not just a panel maker, but a "Display-centric Solution Provider" by 2025, moving
toward for becoming a comprehensive sustainable enterprise.

Shuang-Lang (Paul) Peng,
Chairman and Group CSO

4
5Frank Ko,
President and CEO

AUO Digitech Taiwan Inc.
AUO Envirotech Inc.
-12-

Benjamin Tseng,
Chief Financial Officer andChief Accounting Officer

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 2023. Yu, Chi-Lung and Yu, Wan-Yuan, Certified Public
Accountants of KPMG, have audited the Financial Statements and issued an audit report relating to the
Financial Statements. The 2023 Business Report, Financial Statements, and Earnings Distribution
Proposal have been reviewed and determined to be correct and accurate by the Audit Committee of AUO
Corporation. I, as the Chair of the Audit Committee, hereby submit this report according to Article 14-4of the Securities and Exchange Act and Article 219 of the Company Act.

AUO Corporation
Chair of the Audit Committee

Chin-Bing (Philip) Peng

March 11, 2024

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Attachment 3
Independent Auditors’Report

To the Board of Directors of AUO Corporation:
OpinionWe have audited the parent company only financial statements of AUO Corporation (“the Company”),
which comprise the balance sheets as of December 31, 2023 and 2022, the statements of comprehensive
income, statements of changes in equity and statements of cash flows for the years ended December 31,
2023 and 2022, and notes to the parent company only financial statements, including a summary ofsignificant 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, 2023 and 2022, 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 audits in accordance with the Regulations Governing Auditing and Attestation of
Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic ofChina. Our responsibilities under those standards are further described in the Auditors’ Responsibilities
for the Audit of the Financial Statements section of our report. We are independent of the Company inaccordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic ofChina, and we have fulfilled our other ethical responsibilities in accordance with these requirement. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of ouropinion.
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 addressedin 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 thematters 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 Estimations and Assumptions 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.

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Description of key audit matter:
The Company operates in an industry with high investment costs, has goodwill through the acquisitionof 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 theimpairment 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 andtesting the Company ’ s controls surrounding the impairment assessment and testing process;assessing whether there are impairment indications for the identified cash-generating units of theCompany 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 todetermine related assets’ future cash flows projection, useful lives, and weighted-average cost ofcapital; retrospectively reviewing the accuracy of assumptions used in prior-period estimates andperforming 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 ofcapital 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; andassessing 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(17)“Revenue fromContracts 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 performanceobligation has been satisfied by transferring control over a product to a customer. In addition, theCompany operates in an industry in which revenue is considered to be complex in determining thetiming of revenue recognition. 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 andtesting the Company’s controls surrounding revenue recognition; assessing whether appropriate
revenue recognition policies are applied through comparison with accounting standards andunderstanding the Company’s main revenue types, its related sales agreements, and sales terms; ona sample basis, inspecting contracts with customers or customers’ orders and assessing whether theaccounting 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 theadequacy of the Company ’ s disclosures of its revenue recognition policy and other related
disclosures.
15

Responsibilities of Management and Those Charged with Governance for the Parent Company
Only 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 ofparent 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 theCompany’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 theCompany’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 anauditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is nota guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic ofChina 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 the Standards on Auditing of the Republic of China, we exercise
professional judgment and professional skepticism throughout the audit. We also:
1. 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 thoserisks, 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 theoverride of internal control.
2. Obtained an understanding of internal control relevant to the audit in order to design audit proceduresthat are appropriate in the circumstances, but not for the purpose of expressing an opinion on theeffectiveness of the Company’s internal control.
3. Evaluated the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
4. 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 orconditions 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 tocease to continue as a going concern.
165. 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.
6. 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 ininternal 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 othermatters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with those charged with governance, we determined those matters thatwere 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 unlesslaw 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 consequencesof 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 Yu, Chi-Lungand Yu, Wan-Yuan.

KPMG
Hsinchu, Taiwan (Republic of China)
January 31, 2024

Notes to Readers
The accompanying parent company only financial statements are intended only to present the financial position, financial performance andcash flows in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with theInternational Accounting Standard 34, “Interim Financial Reporting” endorsed and issued into effect by the Financial Supervisory
Commission of the Republic of China. The standards, procedures and practices to such parent company only financial statements are thosegenerally accepted and applied in the Republic of China.

17

AUO CORPORATION
Balance Sheets
December 31, 2023 and 2022
(Expressed in thousands of New Taiwan dollars)

1100
1110
1170
1180
1210
1220
130X
1410
1476
1479

1517
1550
1600
1755
1760
1780
1840
1900

AssetsCurrent assets:
Cash and cash equivalents
Financial assets at fair value through profit or loss－current
Notes and accounts receivable, net
Accounts receivable from related parties, net
Other receivables from related parties
Current tax assets
Inventories
Prepayments
Other current financial assets
Other current assets

December 31, 2023
Amount%$Noncurrent assets:
Financial assets at fair value through other comprehensive income－noncurrent
Investments in equity-accounted investees
Property, plant and equipment
Right-of-use assets
Investment property
Intangible assets
Deferred tax assets
Other noncurrent assets

30,581,959
132,527
14,795,145
4,612,869
2,137,997
280,343
17,158,208
1,531,715
2,068,906
74,83673,374,505

126,941,076
116,683,030
7,352,001
465,868
9,426,902
7,765,164
2,798,920
271,432,961

December 31, 2022
Amount
%
9

4
1
1
5
1
21

37
34
2
3
2
1
79

42,441,718
169,455
12,408,519
5,347,662
2,050,395
21,306
17,295,755
1,833,558
1,530,474
153,245
83,252,087

85,362
124,210,952
118,164,834
7,810,704
465,868
9,464,184
5,656,311
2,850,401
268,708,616

12
4
2
5
1
24

35
33
2
3
2
1
76

2120
2170
2180
2213
2220
2230
2250
2280
2399
2322

Liabilities and Equity
Current liabilities:
Financial liabilities at fair value through profit or loss－current
Notes and accounts payable
Accounts payable to related parties
Equipment and construction payable
Other payables to related parties
Current tax liabilities
Provisions－current
Lease liabilities－current
Other current liabilities
Current installments of long-term borrowings

2527
2540
2550
2570
2580
2600

Noncurrent liabilities:
Contract liabilities－noncurrent
Long-term borrowings, excluding current installments
Provisions－noncurrent
Deferred tax liabilities
Lease liabilities－noncurrent
Other noncurrent liabilities
Total liabilities

3100
3200
3300
3400
3500
Total Assets$

344,807,466 100

December 31, 2023
Amount%351,960,703 100

18Equity :Common stock
Capital surplus
Retained earnings
Other components of equity
Treasury shares
Total equity
Total Liabilities and Equity

$

6,817
16,836,244
27,432,932
4,366,588
224,275
1,828,855
409,888
18,189,980
9,018,000
78,313,579-

6,239,558
89,289,344
642,4612,860,412
7,233,981
1,060,924
107,326,680
185,640,259

December 31, 2022
Amount%-5
3
23

89,77618,037,634
24,231,794
4,002,367
249,047
509,975
443,197401,297
17,913,439
10,371,000
76,249,526

2
26
1
2
31
54

8,739,846
68,197,393
609,175
4,078,266
7,654,368
1,333,038
90,612,086
166,861,612

3
19
1
2
1
26
47

76,993,961 22
54,998,829 16
31,899,740
9(4,484,899) (1)(240,424) 159,167,207 46
344,807,466 100

76,993,961
61,942,210
50,078,752(3,620,305)(295,527)
185,099,091
351,960,703

22
18
14
(1)
53
100

5
8
1
1
-

5
7
1
5
3
21

AUO CORPORATIONStatements of Comprehensive Income
For the years ended December 31, 2023 and 2022
(Expressed in thousands of New Taiwan dollars, except for Earnings (loss) per share)

4110
4190
5000

6100
6200
6300

7100
7010
7020
7050
7060
7900
7950
8200
8300
8310
8311
8316
8330
8349
8360
8361
8380
8399
8300
8500
9750
9850

RevenueLess: sales return and discountNet revenue
Cost of sales
Gross loss
Operating expenses:
Selling and distribution expenses
General and administrative expenses
Research and development expenses
Total operating expenses
Loss from operations
Non-operating income and expenses:
Interest income
Other income
Other gains and losses
Finance costs
Share of profit of equity-accounted investees
Total non-operating income and expenses
Loss before income tax
Less: income tax expense (benefit)
Loss for the year
Other comprehensive income:Items that will never be reclassified to profit or loss
Remeasurement of defined benefit obligations
Unrealized gain (loss) on equity investments at fair value throughother comprehensive income
Equity-accounted investees – share of other comprehensive
incomeRelated tax
Items that are or may be reclassified subsequently to profit orloss
Foreign operations – foreign currency translation differences
Equity-accounted investees – share of other comprehensive
incomeRelated tax
Other comprehensive income (loss), net of tax
Total comprehensive income (loss) for the year
Earnings (loss) per share (NT$)
Basic earnings (loss) per share
Diluted earnings (loss) per share

2023
Amount$ 216,433,131
1,752,337
214,680,794
222,806,471(8,125,677)

%
101
1
100
104
(4)

2022
Amount217,686,089
2,515,723
215,170,366
225,776,767(10,606,401)

%
101
1
100
105
(5)

3,008,733
4,970,709
10,075,719
18,055,161(26,180,838)

1
3,029,807
2
4,631,479
5 10,129,375
8 17,790,661(12) (28,397,062)

1
2
5
8
(13)

421,509849,906(1,127,151)(2,298,117)
5,776,406
3,622,553(22,558,285)(4,355,011)(18,203,274)

386,558
862,214(1) (1,200,499)(1) (1,127,843)
38,383,800
1
7,304,230(11) (21,092,832)
(2)
8,542
(9) (21,101,374)

(1)
4
3
(10)
(10)

4,260

-

58,558

-

(401)

-

19,373-401,933(852)
404,940-(1,324,473)(11,712)(1,258,254)

(1)
(1)

(96,911)-

7,463,944

3(4,511,574)(485,287)
2,467,083
1,208,829(9) (19,892,545)

(2)
1
(10)

(1,403,006)
254,645(1,245,272)(840,332)$ (19,043,606)$$

19(2.37)(2.37)(2.39)(2.39)

AUO CORPORATIONStatements of Changes in Equity
For the years ended December 31, 2023 and 2022
(Expressed in thousands of New Taiwan dollars)

Balance at January 1, 2022
Appropriation of earnings:
Legal reserve
Special reserve
Cash dividends distributed to shareholders
Loss for the year
Other comprehensive income (loss), net of tax
Total comprehensive income (loss) for the year
Donations from shareholders
Adjustments for changes in investees’ equity
Capital reduction
Share-based payments
Disposal of equity investments measured at fairvalue through other comprehensive income
Balance at December 31, 2022
Appropriation of earnings:
Reversal of special reserve
Loss for the year
Other comprehensive income (loss), net of tax
Total comprehensive income (loss) for the year
Cash distribution from capital surplus
Donations from shareholders
Differences between consideration and carrying
amount arising from acquisition or disposal ofinterest in subsidiary
Adjustments for changes in investees' equity
Share-based payments
Disposal of equity investments measured at fairvalue through other comprehensive income
Balance at December 31, 2023

Capital Stock
CommonStock$96,242,451-$

Capital Surplus
60,057,001
1,095

Legal Reserve
8,427,144

Retained Earnings
UnappropriatedSpecial Reserve
Earnings
3,270,303
68,972,551

5,326,268-

1,472,878-(5,326,268)(1,472,878)(9,575,824)(21,101,374)
44,298(21,057,076)-

Subtotal
80,669,998(9,575,824)(21,101,374)
44,298(21,057,076)-

Other Components of Equity
Unrealized
Gains (Losses)
on Financial
Assets at Fair
Value throughCumulative
Other
Translation
Comprehensive
Differences
IncomeSubtotal(4,873,573)
130,391(4,743,182)

Treasury Shares(439,228)

2,467,083
2,467,083-(1,302,552)(1,302,552)-

1,164,531
1,164,531--

Total Equity
231,787,040(9,575,824)(21,101,374)
1,208,829(19,892,545)
1,095(19,248,490)-

1,812,907
71,207

-

-

-

-

-

-

-

-

76,993,961

61,942,210

13,753,412

4,743,181

41,654
31,582,159

41,65450,078,752(2,406,490)(41,654)(1,213,815)(41,654)(3,620,305)--(6,134,305)
3,712

-

(1,122,876)-

1,122,876(18,203,274)
44,759(18,158,515)-(18,203,274)
44,759(18,158,515)-(1,245,272)(1,245,272)
-

-

-

-

-

-

(18,203,274)(840,332)(19,043,606)(6,134,305)
3,712

-

(16,137)(874,755)
78,104

-

-

-

-

-

-

-

55,103(16,137)(874,755)
133,207

76,993,961

54,998,829

13,753,412

3,620,305(20,497)
14,526,023(20,497)
31,899,740(3,651,762)

20,497(4,484,899)(240,424)

159,167,207

20

360,181360,181

20,497(833,137)(885,091)(885,091)

96,842
46,8591,812,907(19,151,648)
118,066(295,527)

185,099,091

AUO CORPORATIONStatements of Cash Flows
For the years ended December 31, 2023 and 2022
(Expressed in thousands of New Taiwan dollars)

Cash flows from operating activities:
Loss before income tax
Adjustments for:- depreciation- amortization- losses (gains) on financial instruments at fair value throughprofit or loss, net- interest expense- interest income- dividend income- compensation costs of share-based payments- share of profit of equity-accounted investees- gains on disposals of property, plant and equipment- impairment losses on assets- unrealized foreign currency exchange losses (gains)- others
Changes in operating assets and liabilities:- accounts receivable- receivables from related parties- inventories- net defined benefit assets- other operating assets- contract liabilities- notes and accounts payable- payables to related parties- provisions- other operating liabilities
Cash inflow (outflow) generated from operations
Interest received
Dividends received
Interest paid
Income taxes paid
Net cash provided by (used in) operating activities

$

2023

2022

(22,558,285)(21,092,832)

20,541,130
37,282(46,031)

19,845,290
118,802
11,461

2,239,466(421,509)
53,357(5,776,406)(24,783)
126,460(282,867)
58,651

976,170(386,558)(1,559)70,352(8,383,800)(3,192)
1,121,772
560,099
138,935(3,253,947)
1,001,917
137,547(569)(9,850)(476,498)(163,676)
3,176,366
1,439,229(2,025,796)(6,228,812)
423,2312,949,113(2,210,241)(346,641)(5,413,350)

36,027,128
2,550,124
4,395,797
3,090
255,505(1,551,093)(7,438,696)(9,207,644)(449,572)(9,058,509)
8,501,070
389,937
3,810,426(930,473)(6,244)
11,764,716(Continued)

21

Cash flows from investing activities:
Disposals of financial assets at fair value through profit or loss
Disposals of financial assets at amortized cost
Acquisitions of equity-accounted investees
Proceeds from capital reduction of equity-accounted investees
Acquisitions of property, plant and equipment
Disposals of property, plant and equipment
Decrease (increase) in refundable deposits
Decrease (increase) in other receivables from related party
Decrease in other financial assets
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
Increase in received guarantee deposits
Cash dividends and cash distribution from capital surplus
Capital reduction payments to shareholders
Treasury shares sold to employees
OthersNet cash provided by financing activities
Effect of exchange rate change on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at January 1
Cash and cash equivalents at December 31

22$(2,565,902)
764,000(18,294,568)
25,880(86,731)505,000
6,035(19,646,286)

5,440
10,000,000(5,993,878)(18,135,881)
516,127
95,645(140,000)(13,652,547)

2,800,000(2,800,000)
50,723,300(31,043,000)(405,769)
1,375(6,134,305)
73,011
3,712
13,218,324(18,447)(11,859,759)
42,441,718
30,581,959

59,583,475(21,814,000)(401,791)(9,575,824)(19,151,648)
46,7181,095
8,688,025
20,5866,820,780
35,620,938
42,441,718

Attachment 4
Independent Auditors’Report

To the Board of Directors of AUO Corporation:
OpinionWe have audited the consolidated financial statements of AUO Corporation (formerly AU Optronics
Corp.) and its subsidiaries (“the Company”), which comprise the consolidated balance sheets as ofDecember 31, 2023 and 2022, the consolidated statements of comprehensive income, consolidated
statements of changes in equity and consolidated statements of cash flows for the years ended December
31, 2023 and 2022, and notes to the consolidated financial statements, including a summary of material
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, 2023 and 2022, 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 AccountingStandards (“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 audits in accordance with the Regulations Governing Auditing and Attestation of
Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic ofChina. Our responsibilities under those standards are further described in the Auditors’ Responsibilities
for the Audit of the Consolidated Financial Statements section of our report. We are independent of theCompany in accordance with the Norm of Professional Ethics for Certified Public Accountant of the
Republic of China, and we have fulfilled our other ethical responsibilities in accordance with theserequirement. We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis of 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 thecontext 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 mattersdescribed 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(15) “Impairment – non-financial assets”, Note 5(1) and Note 5(2) “Critical
Accounting Judgments and Key Sources of Estimations and Assumptions Uncertainty”, Note 6(9)“ Property, Plant and Equipment ” , Note 6(10) “ Lease Arrangements ” and Note 6(12)“Intangible Assets” to the consolidated financial statements.

23

Description of key audit matter:
The Company operates in an industry with high investment costs, has goodwill through the acquisitionof 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 theimpairment 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 andtesting the Company ’ s controls surrounding the impairment assessment and testing process;assessing whether there are impairment indications for the identified cash-generating units of theCompany 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 todetermine related assets’ future cash flows projection, useful lives, and weighted-average cost ofcapital; retrospectively reviewing the accuracy of assumptions used in prior-period estimates andperforming 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 ofcapital 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; andassessing 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(18) “Revenue from contracts with customers” and Note 6(20) “Revenue fromContracts with Customers” to the consolidated 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 performanceobligation has been satisfied by transferring control over a product to a customer. In addition, theCompany operates in an industry in which revenue is considered to be complex in determining thetiming of revenue recognition. 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 andtesting the Company’s controls surrounding revenue recognition; assessing whether appropriate
revenue recognition policies are applied through comparison with accounting standards andunderstanding the Company’s main revenue types, its related sales agreements, and sales terms; ona sample basis, inspecting contracts with customers or customers’ orders and assessing whether theaccounting 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 the24adequacy of the Company ’ s disclosures of its revenue recognition policy and other related
disclosures.
Other Matters
AUO Corporation has additionally prepared its parent-company-only financial statements as of and forthe years ended December 31, 2023 and 2022, on which we have issued an unmodified audit opinion.
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 isnecessary 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 andusing 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 theCompany’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 auditor’sreport that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guaranteethat an audit conducted in accordance with the Standards on Auditing of the Republic of China will
always detect a material misstatement when it exists. Misstatements can arise from fraud or error and areconsidered 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.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise
professional judgment and professional skepticism throughout the audit. We also:
1. 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, andobtain 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 ofinternal control.
2. Obtained an understanding of internal control relevant to the audit in order to design audit proceduresthat are appropriate in the circumstances, but not for the purpose of expressing an opinion on theeffectiveness of the Company’s internal control.
3. Evaluated the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
4. 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 or25

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 auditors’ report. However, future events or conditions may cause the Company tocease to continue as a going concern.
5. 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.
6. 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.
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 ininternal 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 othermatters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with those charged with governance, we determined those matters thatwere of most significance in the audit of the consolidated financial statements of the current period andare 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 ofdoing 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 Yu, Chi-Lungand Yu, Wan-Yuan.

KPMG
Hsinchu, Taiwan (Republic of China)
January 31, 2024

Notes to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performanceand 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 such consolidated financial statements are those generally accepted and applied in the Republic of China.

26

AUO CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2023 and 2022
(Expressed in thousands of New Taiwan dollars)

1100
1110
1136
1170
1180
1210
1220
130X
1410
1460
1476
1479

1510
1517
1535
1550
1600
1755
1760
1780
1840
1920
1990

AssetsCurrent assets:
Cash and cash equivalents
Financial assets at fair value through profit or loss－current
Financial assets at amortized cost－current
Notes and accounts receivable, net
Accounts receivable from related parties, net
Other receivables from related parties
Current tax assets
Inventories
Prepayments
Noncurrent assets held for sale
Other current financial
Other current assets

December 31, 2023
Amount%$Noncurrent assets:
Financial assets at fair value through profit or loss－noncurrent
Financial assets at fair value through other comprehensive income－noncurrent
Financial assets at amortized cost－noncurrent
Investments in equity-accounted investees
Property, plant and equipment
Right-of-use assets
Investment property
Intangible assets
Deferred tax assets
Refundable deposits
Other noncurrent assets

83,969,463
176,492584,217
22,798,408
1,244,546
15,305
307,874
29,003,121
2,654,523
3,130,373
326,391
144,210,713

22
6
8
1
1
38

139,170-

1,832,068
680,107
29,383,580
171,172,804
9,770,626
1,320,901
11,268,867
10,201,660
1,102,087
2,388,154
239,260,024

8
45
2
3
3
1
62

December 31, 2022
Amount
%80,613,120
365,037
18,620,248
1,255,503
6,139
41,18630,263,713
3,440,926
586,406
4,593,094
391,435
140,176,807
1,900,581
1,142,218
31,743,902
178,833,837
9,800,458
1,393,244
11,396,241
6,649,457
925,517
2,878,412
246,663,867

21
5
8
1
1
36
1
8
46
3
3
2
1
64

2100
2120
2170
2180
2213
2220
2230
2250
2280
2399
2322

Liabilities and Equity
Current liabilities:
Short-term borrowings
Financial liabilities at fair value through profit or loss－current
Notes and accounts payable
Accounts payable to related parties
Equipment and construction payable
Other payables to related parties
Current tax liabilities
Provisions－current
Lease liabilities－current
Other current liabilities
Current installments of long-term borrowings

2527
2540
2550
2570
2580
2600

Noncurrent liabilities:
Contract liabilities－noncurrent
Long-term borrowings, excluding current installments
Provisions－noncurrent
Deferred tax liabilities
Lease liabilities－noncurrent
Other noncurrent liabilities

3100
3200
3300
3400
3500

Total liabilities
Equity:Equity attributable to shareholders of AUO Corporation:
Common stock
Capital surplus
Retained earnings
Other components of equity
Treasury shares

36XX
Total Assets$

383,470,737 100

386,840,674 100

27

Non-controlling interests
Non-controlling interests
Total equity
Total Liabilities and Equity

December 31, 2023
Amount%$$December 31, 2022
Amount%263,000
11,14343,433,269
5,203,290
6,135,421
48,281
1,083,671
2,399,306
644,259
25,291,133
10,062,194
94,574,967

11
1
2
1
7
3
25

128,487
351,825
41,479,524
5,890,185
7,882,627
27,853
1,567,623
559,654583,251
24,812,498
13,884,634
97,168,161

11
2
2
6
4
25

6,239,558
101,524,840
881,394
3,936,644
8,684,270
2,271,528
123,538,234
218,113,201

2
26
1
2
1
32
57

8,739,846
72,930,817
909,405
5,101,186
8,661,640
1,918,971
98,261,865
195,430,026

3
19
1
2
1
26
51

76,993,961
54,998,829
31,899,740(4,484,899)(240,424)
159,167,207

20
14
8
(1)
41

76,993,961
61,942,210
50,078,752(3,620,305)(295,527)
185,099,091

20
16
13
(1)
48

6,190,329
2
165,357,536 43
383,470,737 100

6,311,557
1
191,410,648 49
386,840,674 100

AUO CORPORATION AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2023 and 2022
(Expressed in thousands of New Taiwan dollars, except for Earnings (loss) per share)

4110
4190
5000

6100
6200
6300

7100
7010
7020
7050
7060
7900
7950
8200
8300
8310
8311
8316
8320
8349
8360
8361
8370
8399
8300
8500

RevenueLess: sales return and discountNet revenue
Cost of sales
Gross profit (loss)
Operating expenses :Selling and distribution expenses
General and administrative expenses
Research and development expenses
Total operating expenses
Loss from operations
Non-operating income and expenses:
Interest income
Other income
Other gains and losses
Finance costs
Share of profit of equity-accounted investees
Total non-operating income and expenses
Loss before income tax
Less: income tax expense (benefit)
Loss for the year
Other comprehensive income:Items that will never be reclassified to profit or loss
Remeasurement of defined benefit obligations
Unrealized loss on equity investments at fair value through othercomprehensive income
Equity-accounted investees – share of other comprehensive
incomeRelated tax
Items that are or may be reclassified subsequently to profit orloss
Foreign operations – foreign currency translation differences
Equity-accounted investees – share of other comprehensive
incomeRelated tax

8610
8620

Other comprehensive income, net of tax
Total comprehensive income (loss) for the year
Profit (loss) attributable to:Shareholders of AUO Corporation
Non-controlling interests

8710
8720

Total comprehensive income (loss) attributable to:Shareholders of AUO Corporation
Non-controlling interests

9750
9850

Earnings (loss) per share (NT$)
Basic earnings (loss) per share
Diluted earnings (loss) per share

2023
Amount$ 250,048,326
2,083,889
247,964,437
243,354,069
4,610,368

2022%
Amount101 249,956,539
1
3,163,865
100 246,792,674
98 245,225,166
2
1,567,508

%
101
1
100
99
1

5,019,739
8,321,194
13,231,450
26,572,383(21,962,015)

2
4,817,426
4
7,852,697
5 12,867,781
11 25,537,904(9) (23,970,396)

2
3
5
10
(9)

1,915,078
1,999,172(391,363)(2,724,883)(518,049)
279,955(21,682,060)(3,530,906)(18,151,154)

1
1878,975
3,211,169(121,274)(1,507,963)
2,003,297
4,464,204(19,506,192)
1,466,988(20,973,180)

1
1
2
(7)
1
(8)

4,074

-

58,455-(36,180)-

57,359-446,924(1,725)413,093-(1,362,377)(11,691)(1,258,254)

(1)
(1)

(1)

2,388,106

1(1,540,996)(73,173)290,245(1,323,924)(910,831)$ (19,061,985)

562,474(490,056)(1)2,460,524(1)
1,202,270(8) (19,770,910)-$ (18,203,274)
52,120$ (18,151,154)(7) (21,101,374)
128,194(7) (20,973,180)

(8)
(8)

$ (19,043,606)(18,379)$ (19,061,985)(8) (19,892,545)
121,635(8) (19,770,910)

(8)
(8)

$
$

28

(1)
1
(8)
(1)
(7)

(2.37)(2.37)

1(8)(2.39)(2.39)

AUO CORPORATION AND SUBSIDIARIES
Consolidated Statements of Changes in Equity
For the years ended December 31, 2023 and 2022
(Expressed in thousands of New Taiwan dollars)

Capital Stock
CommonStockCapital Surplus$
96,242,451
60,057,001

Balance at January 1, 2022
Appropriation of earnings:
Legal reserve
Special reserve
Cash dividends distributed to shareholders
Profit (loss) for the year
Other comprehensive income (loss), net of tax
Total comprehensive income (loss) for theyear
Donations from shareholders
Adjustments for changes in investees’ equity
Capital reduction
Share-based payments
Disposal of equity investments measured atfair value through other comprehensive
incomeChanges in non-controlling interests
Balance at December 31, 2022
Appropriation of earnings:
Reversal of special reserve
Profit (loss) for the year
Other comprehensive income (loss), net of tax
Total comprehensive income (loss) for theyear
Cash distribution from capital surplus
Donations from shareholders
Differences between consideration andcarrying amount arising from acquisition or
disposal of interest in subsidiary
Adjustments for changes in investees' equity
Share-based payments
Disposal of equity investments measured atfair value through other comprehensive
incomeChanges in non-controlling interests
Balance at December 31, 2023$-

Equity Attributable to Shareholders of AUO Corporation
Other Components of Equity
Unrealized
Gains (Losses)
on Financial
Assets at Fair
Value throughRetained Earnings
Cumulative
Other
UnappropriatedTranslation
Comprehensive
Legal Reserve Special Reserve
Earnings
Subtotal
Differences
IncomeSubtotal
8,427,144
3,270,303
68,972,551
80,669,998(4,873,573)
130,391(4,743,182)

EquityAttributable to
Shareholders
of AUO
TreasuryCorporation
Shares(439,228)
231,787,040-

5,326,268-

1,472,878-(5,326,268)(1,472,878)(9,575,824)(21,101,374)
44,298(9,575,824)(21,101,374)
44,2982,467,083(1,302,552)

1,164,531-(9,575,824)(21,101,374)
1,208,829-(19,248,490)-

1,095
1,812,907
71,207--(21,057,076)-(21,057,076)-

2,467,083-(1,302,552)-

1,164,531-

96,842
46,859(19,892,545)
1,095
1,812,907(19,151,648)
118,066

76,993,961

61,942,210

13,753,412

4,743,181

41,654
31,582,159

41,65450,078,752(2,406,490)(41,654)(1,213,815)(41,654)(3,620,305)(295,527)

185,099,091

-

-

-

(1,122,876)-

1,122,876(18,203,274)
44,759(18,203,274)
44,759(1,245,272)(885,091)-(18,203,274)(840,332)(18,158,515)-(18,158,515)-(1,245,272)--(885,091)--(19,043,606)(6,134,305)
3,712

-

-

55,103(16,137)(874,755)
133,207(240,424)

159,167,207-(6,134,305)
3,712

-

-

-

(16,137)(874,755)
78,104----76,993,961

54,998,829

13,753,412

3,620,305(20,497)
14,526,023(20,497)
31,899,740

29-(3,651,762)

360,181360,181

20,497(833,137)

20,497(4,484,899)

Noncontrolling
Interests
6,179,431
128,194(6,559)121,635
604
12,699-Total Equity
237,966,471(9,575,824)(20,973,180)
1,202,270(19,770,910)
1,095
1,813,511(19,151,648)
130,765-(2,812)
6,311,557(2,812)
191,410,648-(18,151,154)(910,831)

52,120(70,499)(18,379)(19,061,985)(6,134,305)
3,712

16,137(25,675)
867(900,430)
134,074-(94,178)
6,190,329(94,178)
165,357,536

AUO CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the years ended December 31, 2023 and 2022
(Expressed in thousands of New Taiwan dollars)

Cash flows from operating activities:$
Loss before income tax
Adjustments for:- depreciation- amortization- net gains on financial instruments at fair value through profit orloss- interest expense- interest income- dividend income- compensation costs of share-based payments- share of loss (profit) of equity-accounted investees- gains on disposal of property, plant and equipment- gains on disposal of noncurrent assets held for sale- gains on disposal of investments- impairment losses on assets- unrealized foreign currency exchange losses (gains)- others
Changes in operating assets and liabilities:- notes and accounts receivable- receivables from related parties- inventories- other operating assets- contract liabilities- notes and accounts payable- payables to related parties- provisions- other operating liabilities
Cash inflow generated from operations
Interest received
Dividends received
Interest paid
Income taxes paid
Net cash provided by operating activities

2023

2022

(21,682,060)(19,506,192)

32,379,064
126,480(53,869)

31,281,587
184,766(85,959)

2,660,885(1,915,078)(2,585)61,066
518,049(53,350)(1,069,530)(116)
210,771(364,148)
101,025

1,349,724(878,975)(6,571)
84,085(2,003,297)(1,024,832)
1,179,565
158,438
82,019(4,844,979)
1,791
1,266,186
385,546(440,614)
2,755,404(666,467)
1,832,878(395,560)
10,810,789
1,855,266
1,599,601(2,632,179)(1,639,914)
9,993,563

39,381,310
1,238,452
4,214,575(48,157)(1,507,156)(12,705,469)(2,979,734)(489,391)(9,677,630)
28,241,158
782,513
1,827,279(1,522,704)(2,357,288)
26,970,958(Continued)

30

Cash flows from investing activities:
Acquisitions of financial assets at fair value through othercomprehensive income
Disposals of financial assets at fair value through other comprehensive
incomeAcquisitions of financial assets at amortized cost
Disposals of financial assets at amortized cost
Acquisitions of financial assets at fair value through profit or loss
Disposals of financial assets at fair value through profit or loss
Acquisitions of equity-accounted investees
Disposals of equity-accounted investees
Proceeds from disposal of noncurrent assets held for sale
Acquisitions of property, plant and equipment
Disposals of property, plant and equipment
Increase in receipts in advance due to disposal of assets
Decrease (increase) in refundable deposits
Acquisitions of intangible assets
Decrease (increase) in other financial assets
Net cash outflow arising from acquisition of subsidiaries
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
Decrease in received guarantee deposits
Cash dividends and cash distribution from capital surplus
Capital reduction
Treasury shares sold to employees
Net change of non-controlling interests
OthersNet 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$- 31 -(217,183)(544,218)

74,79910,002(878,405)
770,824(138,231)(105,904)
808,694(26,786,572)
2,293,768(106,096)
315,501(85,579)(24,054,384)(660,262)
10,000,000
5,440(5,183,707)
83,152(35,950,205)
845,768
848,008
83,193(2,929)(743,153)(704,049)(31,912,960)

3,241,000(3,104,249)
63,124,446(38,134,307)(606,200)(2,403)(6,134,305)
73,011(94,178)
3,712
18,366,527(949,363)
3,356,343
80,613,120
83,969,463

539,963(457,499)
64,168,996(32,619,345)(574,590)(20,819)(9,575,824)(19,151,648)
46,718(2,812)
1,095
2,354,235
3,256,201
668,434
79,944,686
80,613,120

Attachment 52023 Earnings Distribution Proposal
Amount in NT$
Items

AmountUnappropriated Retained Earnings, Beginning Balance

32,705,034,866

Add: Change in Remeasurement of Defined Benefit Plan (Note1)

44,759,356

Less: Disposal of Equity Instruments at Fair Value through(20,497,389)

Net Loss after Tax of 2023

(18,203,273,882)

Less: Allowance for Special Reserve (Note 2)(864,593,661)

Unappropriated Retained Earnings, Ending Balance

13,661,429,290

Note 1. Including the Company’s and the adjustments of investments accounted under equity method.
Note 2. The special reserve is set aside based on the balance of special reserve deducting the other components ofequity as of December 31, 2023.

- 32 -

Attachment 6
Comparison Table for the Rules for the Election of Directors
Before and After the Amendment
Before amendment
The shareholders' meeting held on
April 17, 1997 approved (omitted).

After amendment
The shareholders' meeting held on April
17, 1997 approved (omitted).

The shareholders' meeting held on
June 19, 2009 approved the 4th
amendment.

The shareholders' meeting held on June
19, 2009 approved the 4th amendment.

Reason of amendment
Additional Amendment
Date

The shareholders' meeting held on May
30, 2024 approved the 5th amendment.
Article 9deleteIf the candidate is a shareholder of theCompany, voters shall fill the
candidate’s name and shareholder’snumber in the “candidate” column ofthe ballot; if the candidate is not ashareholder of the Company, votersshall fill the candidate’s name and ID
number in the “candidate” column. If
the candidate is a government agency
or a legal entity, voters shall fill thename of the government agency or thelegal entity or the name of theirrepresentative in the column. In theevent that several candidates
represent a government agency or alegal entity, the names of therepresentatives shall be filled
separately in the column.

Article 10

Article 109

A ballot shall be deemed void if sucha ballot:
1. is not a ballot provided under theRules;
2. is placed into the ballot box blank;
3. contains illegible words or

A ballot shall be deemed void if such aballot:1. is not a ballot provided under theRules;
2. is placed into the ballot box blank;
3. contains illegible words or- 33 -In accordance with Taiwan
Stock Exchange
Corporation No.
1090009468, an Act toamend the Rules for theElection of Directors ofcompanies listed on TWSE
and TPEx, the candidate
nomination system shallbe adopted for the electionof directors. Shareholders
are required to electdirectors from the list of
nominees provided in theroster of candidates.
Shareholders will be
provided information
regarding the names,
education, and experienceof each candidate prior to
the shareholders' meeting.
It is not necessary toindicate the candidate byshareholders' accountnumber or ID number, andsuch information should
be deleted.
In accordance with Article
9, the corresponding
provisions mentioned inthis article should bedeleted and the revised
article number should be
updated.

Before amendment
corrections;
4. contains a name or shareholder’snumber in the “candidate” column
which is inconsistent with theshareholder’s register if the candidate
is a shareholder of the Company;
Contains a name or ID number in the“candidate” column which isincorrect if the candidate is not ashareholder of the Company;
5. contains any words or marks
other than those specified in Article
9;
6. is not filled out in accordancewith Article 9 or is filledincompletely; or
7. contains two or more candidates.
Article 11
The ballots should be counted during
the meeting right after the votecasting and the results of the election
should be announced by the Chairman
at the meeting.
Article 12
The Rules and any amendment
thereof shall become effective after
approval by the Shareholders’Meeting.

After amendment
corrections;
4. contains a name or shareholder’snumber in the “candidate” column
which is inconsistent with theshareholder’s register if the candidate isincorrect with a shareholder of theCompany; Contains a name or ID
number in the “candidate” column
directors' candidate list which isincorrect if the candidate is not ashareholder of the Company;
5. Except to filling in the number of
allocated voting rights, the ballot isaltered any words or marks other thanallowed is placed on it. contains thosespecified in Article 9;
6. is not filled out in accordance with
Article 9 or is filled incompletely; or
76. contains two or more candidates.
Article 101

Reason of amendment

In accordance with Article
9, deletion is to be madeThe ballots should be counted during the and revise Article number.
meeting right after the vote casting andthe results of the election should beannounced by the Chairman at themeeting.
Article 112
In accordance with Article
9, deletion is to be madeThe Rules and any amendment thereof
and revise Article number.
shall become effective after approval by
the Shareholders’ Meeting.

- 34 -

IV. Appendices- 35 -

Appendix 1
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 Law of the Republic of China (the "Company Law") and the Company's
English name is AUO Corporation.
Article 2
The scope of business of the Company shall be as follows:
1. CC01080
2. F119010
3. CC01030
4. CC01010
5. CC01090
6. IG03010
7. CA02990
8. C801990

Electronic parts and components manufacturing businessElectronic material wholesale business (for operations outside the Science Park only)
Electronic appliances and AV electronics products manufacturing businessElectric Power Supply, Electric Transmission and Power Distribution Machinery
Manufacturing
Batteries Manufacturing
Energy Technical Services
Other Fabricated Metal Products Manufacturing
Other Chemical Materials Manufacturing

To research, develop, produce, manufacture and sell the following products:
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)
(12)
(13)
(14)
(15)
(16)
(17)

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

The operation of the businesses listed above shall be conducted in accordance with the relevant laws andregulations.
Article 3
The head office of the Company shall be in the Science-Based Industrial Park, Hsinchu, Taiwan, the Republicof China ("R.O.C.") or such other appropriate place as may be decided by the board of directors (the "Board").

- 36 -

Subject to the approval of the Board and other relevant authorities, the Company may, if necessary, set up branches,factories, 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 ininstallments.
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 legallyauthenticated prior to issue.
The Company may, pursuant to the applicable laws and regulations, deliver shares or other securities in bookentry 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 inaccordance 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. The Company's shareholders
meeting may be held by video conference or other methods announced by the competent authority.
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 bepresent 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 andapplicable rules.

- 37 -

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 matterswith 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 shallbe 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 theservices 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 fromexercising 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 shallbe 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 chairmanof 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 andauthority for any reason, the chairman of the Board may designate one of the directors to act on his behalf. In theabsence 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 ameeting 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 thepresident and vice presidents shall be subject to the provisions of the Company Act.

- 38 -

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 inaccordance 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 amountof 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 ofshares (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 andcapital budget requirements, and taking into account the shareholders' interest, maintenance of a balanced dividend andthe 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, inwhole 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 reservedfor employees subscription in the Company’s share offering include employees of subsidiaries of the Company meetingcertain specific qualifications and the Board or the person duly designated by the Board is authorized to decide suchqualifications and allocation.

- 39 -

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.
The twenty-third amendment was made on June 17, 2022

- 40 -

Appendix 2
AUO Rules and Procedures for Shareholders’ Meeting1.

Shareholders’ meeting of the Company shall be conducted in accordance with the Rules and Procedures.

2.

Shareholders or their proxies attending the shareholders’ meeting (the “Meeting”) shall submit the attendance cardfor the purpose of signing in. The number of shares represented by shareholders or their proxies attending the Meetingshall be calculated in accordance with the attendance cards submitted by the shareholders or their proxies plus thenumber of shares exercised by correspondence or electronic means.

3.

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.

4.

The Meeting shall be held at the head office of the Company or at any other appropriate place that is convenient forthe 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
restrictions on the place of the meeting shall not apply when this Corporation convenes a virtual-only shareholders
meeting.

5.

The chairman of the Board of Directors shall be the chair presiding at the Meeting in the case that the Meeting isconvened 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 novice chairman, or the vice chairman is also on leave or unable to exercise his and authority for any reason, thechairman 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.

6.

The Company may appoint designated counsel, Certified Public Accountant or other related persons to attend theMeeting.

7.

The process of the Meeting shall be tape-recorded or videotaped and these tapes or videos shall be preserved for atleast one year.

8.

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, thechair may postpone the time for the Meeting. The postponements shall be limited to two times at the most andMeeting shall not be postponed for longer than one hour in the aggregate. If after two postponements no quorum canyet 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 theCompany Act of the Republic of China. If during the process of the Meeting the number of shares represented by theshareholders 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.

9.

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 orother place after the Meeting is adjourned.

10. 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 does not speak, no- 41 -

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 othershareholder, otherwise the chair shall stop such interruption.
11. Unless otherwise permitted by the chair, each shareholder shall not, for each discussion item, speak more than twotimes or longer than 5 minutes each time. In case the speech of any shareholder violates this provision or exceeds thescope of the discussion item, the chair may stop the speech of such shareholder. Where a virtual shareholders meeting
is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting
platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than
two questions for the same proposal may be raised. Each question shall contain no more than 200 words.
12. 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 toattend the Meeting, only one representative can speak for each discussion item.
13. After the speech of a shareholder, the chair may respond him/herself or appoint an appropriate person to respond.
14. The chair may announce to end the discussion of any item and amendment or extraordinary motions proposed by theshareholders, to go into voting if the chair deems it appropriate.
15. 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.
16. Except otherwise provided in the Company Act of the Republic of China or the Articles of Incorporation of theCompany, 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.
17. If there is amendment to or substitute for a discussion item, the chair shall decide the sequence of voting for suchdiscussion 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.
18. 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” foridentification purpose.
19. 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 forcontinued 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.
20. Any matter not provided in the Rules and Procedures shall be handled in accordance with the Company Act ofRepublic of China and the Articles of Incorporation of the Company.
21. 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.
22. 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; the fourth amendment was made on
June 17, 2022.

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Appendix 3
Shareholding of Directors(1) As of April 01, 2024 the first date of local book-close period for the 2023 Annual Shareholders’Meeting, the issued capital of the Company is NT$76,993,960,920 representing 7,699,396,092
common shares. In accordance with the Article 26 of the Securities and Exchange Act, theminimum requirements of the collective shareholding for directors are 123,190,337 commonshares.
(2) As of April 01, 2024, the actual collective shareholdings of directors were shown as below:
Shareholders
Represented

Title

Name

ChairmanShuang-Lang (Paul) Peng

Director
Director
Director
Independent Director

Frank Ko
Han-Chou (Joe) Huang
Chuang-Chuang Tsai
Chin-Bing (Philip) Peng

Independent Director
Independent Director
Independent Director

Jang-Lin (John) Chen
Chiu-ling Lu
Cathy Han

AUO Foundation
Qisda Corporation
E Ink Holdings Inc.

Total

No. ofShareholding
Shareholding%
10,294,314
0.13
249,600
530,878,896
7,975,188
77,336

0.00
6.90
0.10
0.00

0
0
0

0.00
0.00
0.00

549,475,334

7.13

Note: In accordance with the Article 2 of the Rules and Review Procedures for Director and Supervisor ShareOwnership Ratios at Public Companies that “The shareholdings of independent directors elected by a publiccompany shall not be counted in the total referred to in the preceding paragraph; if a public company has elected
two or more independent directors, the share ownership figures calculated at the rates set forth in the preceding
paragraph for all directors and supervisors other than the independent directors and shall be decreased by 20
percent”. In addition an audit committee has been established in accordance with the Act, the provisions on theminimum percentage requirements for the shareholding respectively of all directors and supervisors shall not
apply.

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