EXHIBIT 1.1



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 AU Optronics Corp.



Article 2



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



| | 1. | CC01080        Electronic parts and components manufacturing business
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| | 2. | F119010         Electronic material wholesale business
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| | 3. | CC01030        Electronic appliances and AV electronics products manufacturing business
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To research, develop, produce, manufacture and sell the following products:



| | (1) | Plasma display and related systems
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| | (2) | Liquid crystal display and related systems
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| | (3) | Organic light emitting diodes and related systems
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| | (4) | Amorphous silicon photo sensor device parts and components
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| | (5) | Thin film photo diode sensor device parts and components
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| | (6) | Thin film transistor photo sensor device parts and components
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| | (7) | Touch imaging sensors
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| | (8) | Full color active matrix flat panel displays
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| | (9) | Field emission displays
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| | (10) | Single crystal liquid crystal displays
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| | (11) | Original equipment manufacturing for amorphous silicon thin film transistor process and flat panel display modules
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| | (12) | Original design manufacturing and original equipment manufacturing business for flat panel display modules
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| | (13) | The simultaneous operation of a trade business relating to the Companys business
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The operation of the businesses listed above shall be conducted in accordance with the relevant laws and regulations.



Article 3



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





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Article 4



The total amount of the Companys investment is not subject to the restriction of Article 13 of the Company Law. 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 Seventy Billion New Taiwan Dollars (NT$70,000,000,000), divided into Seven Billion (7,000,000,000) shares with a par value of Ten New Taiwan Dollars (NT$10) each and in registered form. The Board of Directors is authorized
to issue the un-issued shares in installments.



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



Article 6



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



Where it is necessary for the Company to deliver its share certificates to the Taiwan Securities Central Depositary Co., Ltd. (TSCD) for
custody of such share certificates, the Company may, upon request of the TSCD, combine its share certificates into larger denominations.



The Company may, pursuant to the applicable laws and regulations, deliver shares or other securities through the book-entry system maintained by the TSCD,
instead of physical certificates evidencing shares or other securities.



Article 7



The Company may charge its net cost
for handling, replacing or exchanging share certificates if the original share certificates were transferred, lost or destroyed.



Chapter 3:    Shareholders Meetings



Article 8



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



Article 9



Unless otherwise provided in the Company Law, a resolution shall be adopted at a meeting attended by the shareholders holding and representing a majority
of the total issued and outstanding shares and at which meeting a majority of the attending shareholders shall vote in favor of the resolution. In case a shareholder is unable to attend a shareholders meeting, such shareholder may issue a
proxy in the form issued by the Company, setting forth the scope of authorization by signing and affixing such shareholders seal on the proxy form for the representative to be present on such shareholders behalf. Except for trust
enterprises or other stock transfer





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agencies approved by the securities authorities, if a person is designated as proxy by more than two shareholders, any of his voting rights representing in
excess of 3% of the total issued and outstanding shares shall not be considered. The Company shall receive the proxy instrument five days prior to the date of the shareholders meeting. If more than one proxy is received with respect to the
same shareholder, the earlier one received by the Company shall be legally effective.



Chapter 4:    Directors and Supervisors



Article 10



The Company
shall have seven to nine directors and three supervisors elected at shareholders meetings and the person to be elected must have legal competence. The term of office for all directors and supervisors shall be three (3) years. The directors and
supervisors are eligible for re-election. The number of shares held by all directors collectively and all supervisors collectively shall not be lower than their respective percentages stipulated by government authority in accordance with relevant
laws.



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. The chairman of the Board shall
preside internally at the meetings of the Board and shall externally represent the Company. In case the chairman of the Board cannot exercise his power and authority, the vice chairman shall act on his behalf. In case there is no vice chairman or
the vice chairman is also on leave or cannot exercise his power and authority for any reason, the chairman of the Board may designate one of the directors to act on his behalf. In the absence of such a designation, the directors shall elect a
designee from among themselves.



Article 12



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



Chapter 5:    President & Vice Presidents



Article 13



The Company shall have a president and several vice presidents. Appointment, dismissal, and remuneration of the president and vice presidents shall be
subject to the provisions of the Company Law.



Chapter
6:    Accounting



Article 14



After the end of each fiscal year, the Board shall submit the following
documents: (1) business report, (2) financial statements, (3) proposal for allocation of surplus or recovery of loss. The above documents shall be examined by the supervisors or audited by an accountant appointed by the supervisors and then
submitted to the shareholders at the ordinary meeting of shareholders for their adoption.





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Article 15



Where the Company has a profit at the end of each fiscal year, the Company shall first allocate the profit to recover losses for preceding years. Ten
percent of any remaining net earnings shall be allocated as the Companys legal reserve. The balance shall be distributed as follows:



| | 1. | employee bonus: 5% to 10%;
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| | 2. | remuneration of directors and supervisors: no more than 1%; and
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| | 3. | all or a portion of the remaining balance shall be distributed as shareholders dividends.
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The Companys dividend policy will be to pay dividends from surplus. Upon consideration of factors such as the
Companys current and future investment environment, cash requirements, competitive conditions inside and outside of the R.O.C. and capital budget requirements, the shareholders interest, maintenance of a balanced dividend and the
Companys long term financial plan, the Board shall propose the profit allocation each year subject to relevant laws, then submit such proposal to the shareholders meeting for approval. In principle, no less than 10% of the total dividend
to be paid with respect to any fiscal year shall be paid in the form of cash. However, the ratio for cash dividend may be adjusted in accordance with the actual profits generated in and the operation status of the fiscal year concerned.



Chapter 7:    Supplementary Articles



Article 16



With respect to the matters not provided herein, the Company Law 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.