The Sixth Term of Board of Directors
Tenor: June 18, 2010 to June 17, 2013

Election of Directors

Method of Directors (Including Independent Directors) Election：
According to AUO's Articles of Incorporation, directors (including independent directors) shall be elected pursuant to the Candidate Nomination System. The professional qualifications, restrictions on the shareholdings and concurrent positions held, method of nomination and election, and other matters with respect to independent directors shall be in compliance with applicable laws and regulations of the ROC Company Law and Securities and Exchange Act.

Process of Directors (Including Independent Directors) Election：
Prior to the expiration of the tenure of AUO's 5th Board of Directors, the Board of Directors resolved, according to AUO's Articles of Incorporation, that eleven directors be reelected (including three independent directors) at AUO's 2010 Annual General Shareholders' Meeting. The Board of Directors also approved the Submission Period for the nomination of director candidates is from April 12, 2010 to April 21, 2010.

According to the Article 192-1 of the ROC Company Law, AUO announced on March 29, 2010 the period for accepting the nomination of director candidates, the number of directors to be elected, the place designated for accepting the roster of director nominees, and other necessary matters. Any shareholder holding 1% or more of the outstanding shares of the Company may nominate candidate(s) for directors in writing, provided that the total number of director nominees shall not exceed the number of the directors to be elected. Any shareholder qualified to so nominate may submit to the Company the name(s) of the director nominee(s), and shall send, during the nomination time period from April 12 to April 21, 2010, the name, education background and past work experience of the nominee(s), a letter signed by each nominee consenting to act as director if elected, a written statement issued by each nominee assuring that he/she is not prohibited from so acting under any of the circumstances set forth in Article 30 of the ROC Company Law, and other relevant documents signed and provided by each nominee to AUO via registered post sent to the following address: No. 1, Li-Hsin Road 2, Hsinchu Science Park, Hsin-Chu, Taiwan, ROC.

During the above submission period, Qisda Corporation, the shareholder with shareholding more than 1% of the total number of outstanding shares of AUO proposed the nomination of eleven candidates, Mr. Kuen-Yao (K.Y.) Lee, Mr. Hsuan Bin (H.B.) Chen , Mr. Lai-Juh Chen , Mr. Shuang-Lang Peng, Mr. Ko-Yung (Eric) Yu, Mr. Hui Hsiung, Mr. Ronald Jen-Chuan Chwang and Mr. Chang-Hai Tsai, Ms. Vivien Huey-Juan Hsieh(independent director), Ms. Mei-Yueh Ho (independent director), and Mr. Ding-Yuan Yang (independent director). According to Article 192-1 of the ROC Company Law, on April 29, 2010, the Board of Directors approved to appoint the above nominated candidates to stand for election at AUO's 2010 Annual General Shareholders' Meeting.

The names, academic backgrounds and experiences of the nominated directors candidates are listed below:

Note: As of the record date of 2010 Annual General Shareholders' Meeting dated April 20, 2010.

Qualification Requirements of Independent Directors：
The professional qualifications, work experience, independence status and restriction of concurrently serve as an independent director of other public companies of Ms. Vivien Huey-Juan Hsieh, Ms. Mei-Yueh Ho, Mr. Ding-Yuan Yang are comply with Article 2 to Article 4 of Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies. Their professional qualifications and independence status are listed in the table below:

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

1. Not an employee of the company or any of its affiliates;
2. Not a director or supervisor of the company or any of its affiliates. The same does not apply, however, in cases where the person is an independent director of the company, its parent company, or any subsidiary in which the company holds, directly or indirectly, more than 50% of the voting shares;
3. Not a natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate amount of 1% or more of the total number of outstanding shares of the company or ranking in the top 10 in holdings;
4. Not a spouse, relative within the second degree of kinship, or lineal relative within the fifth degree of kinship, of any of the persons in the preceding three subparagraphs;
5. Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the total number of outstanding shares of the company or that holds shares ranking in the top five in holdings;
6. Not a director, supervisor, officer, or shareholder holding 5% or more of the shares, of a specified company or institution that has a financial or business relationship with the company;
7. Not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides commercial, legal, financial, accounting services or consultation to the company or to any affiliate of the company, or a spouse thereof;
8. Not having a marital relationship, or a relative within the second degree of kinship to any other director of the company;
9. Not been a person of any conditions defined in Article 30 of the Company Law; and
10. Not a governmental, juridical person or its representative as defined in Article 27 of the Company Law.

The Major Board Resolutions of 2011