MINUTES OF 2016 ANNUAL SHAREHOLDERS’ MEETING

MINUTES OF 2016 ANNUAL SHAREHOLDERS' MEETING OF ACER INCORPORATED

(Translation) The translation is intended for reference only and nothing else. The Chinese text of

the Minutes of 2016 Annual Shareholders' Meeting shall govern any and all matters related to the interpretation of the subject matter stated herein.

Time and Date of Meeting: 9:00 a.m., June 24, 2016 Place of Meeting: 4F., No. 99, Sec. 1, Xintai 5th Rd. ,Xizhi Dist., New Taipei City

(Place of the Meeting: Farglory International Convention Center) Total outstanding shares of ACER (excluding the shares without voting right as stipulated in Article 179 of the Company Law): 3,063,633,833 shares Total shares represented by shareholders present in person or proxy: 1,601,701,674 shares Percentage of shares held by shareholders present in person or proxy: 52.28% The attendance list of the directors: George Huang, Jason C.S. Chen, Philip Peng and F. C. Tseng Chairman: George Huang Recorder: Nancy Hu The aggregate shareholding of the shareholders present in person or proxy constituted a quorum. The Chairman called the meeting to order. Chairman's Address : (Omitted)

1. Proposed Resolutions (A) Item 1 Proposal: To Approve Amendments to the Company's Articles of Incorporation. (Proposed by

the Board of Directors)

Explanatory Notes:

(1) Due to the amendment of Article 235, 235-1 and 240 of Company Act made on May 20, 2015, instead of calculating by "profit after taxes" and distributed from retained earnings, a company shall, after deducting the cumulative losses (if any), calculate employee and Director remuneration from "profit before taxes" by

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applying the ratio prescribed in the Articles of Incorporation. Therefore, it is now proposed to modify employee and Director's remuneration ratio by amending Article 16-1, 20~ 22 of Article of Incorporation. Please refer to Attachment 1, pages 13 to 14, for the comparison table.

(2) Please discuss.

Voting Results: Shares present at the time of voting: 1,599,670,108 (votes casted electronically: 540,172,623 votes)

Voting Results*

% of the total represented share present

Votes in favor:

1,445,130,369 votes (387,229,517 votes)

90.34%

Votes against :

263,553 votes (259,552 votes)

0.02%

Votes invalid or abstained: 154,276,186 votes (152,683,554 votes)

9.64%

*including votes casted electronically (number in brackets)

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

2. Report Items

(1) To Report the Business of 2015 Explanatory Notes: Please refer to Attachment 2, page 15.

(2) To Report the Execution of Sound Business Plan Explanatory Notes: I. In accordance with the Certificated No. 1030039103 issued by Financial Supervisory Commission, R.O.C. (Taiwan) on October 21, 2014, hereby to report the execution status of sound business plan for cash injection of issuing a total number of 300,000 thousand shares. Please refer to the Attachment 3, page16. II. The application and purpose of the utilization plan aforesaid had been achieved as of December 31, 2015. .

(3) Audit Committee's Review Report Explanatory Notes: Please refer to Attachment 4, page17.

(4) To Report the Execution of 2015 Employees' Compensation and Board Directors' Remuneration Explanatory Notes: Please refer to Attachment 5, page 18.

Speech from shareholders: shareholder registered number 0519823 and 0776988 had questions about the schedule of company organizational change and the deadline of announcement for monthly revenue, the questions were responded by the Chairman and the assigned.

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3.Proposed Resolutions (B)

Item 2 Proposal: To Accept 2015 Financial Statements and Business Report. (Proposed by the Board

of Directors)

Explanatory Notes:

(1) Acer's 2015 Financial Statements, including the Balance Sheets, Statements of Comprehensive Income, Statements of Changes in Equity and Statements of Cash Flow have been audited by independent auditors, Tzu-Chieh Tang and Wei-Ming Shih of KPMG.

(2) The 2015 Business Report and the aforementioned financial statements are attached as Attachment 2, page 15 and Attachment 6, pages 19 to 32, which have been approved by the Audit Committee and resolved by the Board of Directors with resolution and are hereby submitted for acceptance.

(3) Please discuss.

Voting Results: Shares present at the time of voting: 1,601,101,275 (votes casted

electronically: 540,172,623 votes)

Voting Results*

% of the total represented share present

Votes in favor:

1,433,966,500 votes (376,520,326 votes)

89.56%

Votes against :

277,383 votes (264,867 votes)

0.02%

Votes invalid or abstained: 166,857,392 votes (163,387,430 votes)

10.42%

*including votes casted electronically (number in brackets)

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

Item 3 Proposal: To Approve the Proposal for Distribution of 2015 Retained Earnings. (Proposed by

the Board of Directors)

Explanatory Notes:

(1) The beginning balance of the un-appropriated retained earnings of the Company is NT$0 in 2015. After plus the net income after tax for 2015, NT$603,680,268 and deduct retained earnings of NT$83,445,509 which is caused by the retirement of treasury stock and the restatement of IFRS version update, the total accumulative retained earnings available for appropriation is NT$520,234,759.

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(2) In compliance with the Company Law, to appropriate the annual retained earnings, it is required to set aside NT$52,023,476 as legal reserve and NT$468,211,283 as special reserve, the ending balance of the un-appropriated retained earnings is NT$0.

(3) It is proposed not to pay dividends.

(4) Please discuss

Acer Incorporated 2015 Statement of Distribution of Retained Earnings

UnitNT$

Beginning Balance of Un-appropriated Retained Earnings Plus2015 Net Income after Tax Deduct: retained earnings caused by the retirement of treasury stock and the restatement of IFRS version update

Accumulative Retained Earnings Available for Appropriation in 2015 Items of appropriation: Deduct: Legal Reserve Deduct: Special Reserve

Ending Balance of Un-appropriated Retained Earnings

0 603,680,268 (83,445,509)

520,234,759 (52,023,476) (468,211,283)

0

Voting Results: Shares present at the time of voting: 1,601,101,275 (votes casted

electronically: 540,172,623 votes)

Voting Results*

% of the total represented share present

Votes in favor:

1,444,545,342 votes (387,116,806 votes)

90.22%

Votes against :

394,454 votes (364,300 votes)

0.03%

Votes invalid or abstained: 156,161,479 votes (152,691,517 votes)

9.75%

*including votes casted electronically (number in brackets)

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

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Item 4 Proposal: To Approve the Proposal of Cash Distribution from the Capital Surplus. (Proposed

by the Board of Directors)

Explanatory Notes:

(1) In accordance with Article 241 of the Company Act, it is proposed a cash distribution of 1,540,501,414 from the capital surplus derived from any common stock issued by the Company. The cash will be distributed to the shareholders whose names and respective shares are in the shareholders' register on the record date for ex-dividend, at a ratio of NT$ 0.5 per share (Rounded down to full NT dollar and the fractional amounts will be aggregately recognized as the Company's other income).

(2) Should the cash distribution be adjusted due to the amendment of laws or regulations, a request by competent authorities, or any change of the numbers of outstanding share, subject to the approved distribution, it is proposed the General Shareholders' Meeting to authorize the Board of Directors with full power to adjust the distribution ratio.

(3) Subject to this cash distribution approved by the General Shareholders' Meeting, it is proposed the General Shareholders' Meeting to authorize the Board of Directors with full power to determine the record date for the cash distribution from capital surplus.

(4) Please discuss.

Voting Results: Shares present at the time of voting: 1,601,101,275 (votes casted

electronically: 540,172,623 votes)

Voting Results*

% of the total represented share present

Votes in favor:

1,444,595,588 votes (387,185,414 votes)

90.23%

Votes against :

351,200 votes (332,684 votes)

0.02%

Votes invalid or abstained: 156,154,487 votes (152,654,525 votes)

9.75%

*including votes casted electronically (number in brackets)

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

Item 5 Proposal: To Accept the Modification of the 2014 Utilization Plan of Funds Obtained Through

the Sale of New Stocks. (Proposed by the Board of Directors)

Explanatory Notes:

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