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[Translation]

Stock Code: 2382

QUANTA COMPUTER INC.

2015 Annual General Shareholders’ Meeting

Meeting Handbook

June 18, 2015

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QUANTA COMPUTER INC.

2015 Annual General Shareholders’ Meeting

Meeting Procedure

I. Call Meeting to Order

II. Chairman in Position

III. Chairman’s Address

IV. Report Items

V. Proposed Resolutions

VI. Discussion Items

VII. Other Business and Special Motion

VIII. Meeting Adjourned

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QUANTA COMPUTER INC.

2015 Annual General Shareholders’ Meeting

Table of Contents

Meeting Agenda ‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥ 4

Report Items ‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥ 5

Proposed for Approval Items‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥ 5

Proposed for Discussion Items ‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥ 6

Other Business and Special Motion ‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥

Meeting Adjourned ‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥

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Attachment I. FY2014 Consolidated Financial Statements ‥‥‥‥‥‥‥‥‥ 8

Attachment II. Business Report ‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥ 21

Attachment III. Supervisors’ Review Report ‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥ 23

Attachment IV. The Impact of Stock Dividend Issuance on Business Performance,

EPS, and Shareholder Return Rate‥‥‥‥‥‥‥‥‥‥‥‥‥

24

Attachment V. Amendment to the Articles of Incorporations‥‥‥‥‥‥‥‥‥ 25

Attachment VI. Shareholdings of Directors and Supervisors‥‥‥‥‥‥‥‥‥ 26

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QUANTA COMPUTER INC.

2015 Annual General Shareholders’ Meeting

Agenda

I. Time: June 18, 2015 (Thursday) at 9:00 am

II. Venue: Quanta Computer (No. 188, Wen-Hua 2nd

Rd., Guishan Dist., Taoyuan City, Taiwan)

III. Chairman call meeting to order

IV. Chairman’s address

V. Report Items: None

VI. Proposed for Approval Items

1. To accept FY2014 business report and financial statements (including independent

auditor's report and supervisor's review report)

2. To approve the allocation of FY2014 distributable earnings

VII. Proposed for Discussion Items

1. To approve the revision of the Articles of Incorporation

VIII. Other business and Special Motion

IX. Meeting Adjourned

NOTE: Each reporting item and proposal will proceed voting by poll and voting will be conducted after

all proposals have been presented.

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Report Items

NONE

Proposed for Approval Items

Item 1. (Proposed by the Board of Directors)

Proposal: To accept FY2014 business report and financial statements (including independent

auditor's report and supervisor's review report)

Description:

Quanta Computer’s 2014 Financial Statements, including Balance Sheet, Income

Statement, Statement of Changes in Shareholders’ Equity, and Cash Flow Statement,

were audited and certified by KPMG Certified Public Accountants. Please refer to

page 8 to 20 of this Handbook, and for financial reports please refer to website:

http://mops.tse.com.tw

Resolution:

Item 2. (Proposed by the Board of Directors)

Proposal: To approve the allocation of FY2014 distributable earnings

Description:

(1) The amount for FY2014 earnings available for distribution is derived from net

income after tax and after a 10% legal capital reserve. In accordance to Article 27

of the Articles of Incorporation, the distribution details are shown below.

(2) Allocation of distributable earnings is approved by the Board of Directors and

reviewed by supervisors. Details of remuneration for the directors, supervisors and

managers have also been approved by the second remuneration committee.

(3) After shareholders’ meeting approval, the Board of Directors will separately

announce the dividend distribution date.

(4) Distribution of cash dividend will be rounded up to dollar, or yuan, the total round

off will be allotted to other income.

(5) Each of the following distribution items may need to be adjusted should regulations

change or officials request resulting in adjustment on distribution plan. It is

proposed to the shareholders’ meeting that the Board of Directors be authorized to

make necessary adjustments on distribution plan in the event of regulation changes.

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Quanta Computer Inc.

FY2014 Allocation of Distributable Earnings Unit: NT$

Item Total

Undistributed surplus at the beginning of the period (IFRS)

Add: adjustment on actuarial gains or losses for the period

Less: changes in equity of affiliated companies

Add: reversal of special reserve for the net debit balance of other equity

31,234,530,202

2,842,853

(607,427)

4,839,887,299

Undistributed surplus at the beginning of the period post adjustment

Add: net income after tax for the period

36,076,652,927

18,884,396,210

Distributable earnings

Less: legal reserve from surplus

54,961,049,137

(1,888,439,621)

Distribution items:

Less: cash dividends

Undistributed earnings at the end of the period

Notes:

(15,450,509,728)

37,622,099,788

1,730,000,000

40,000,000

Employees’ Bonus in Cash

Remuneration to Directors and Supervisors

Note: The stock dividend is NT$0 per share, cash dividend is NT$4.00 per share.

Resolution:

Proposed for Discussion Items

Item 1. (Proposed by the Board of Directors)

Proposal: To approve the revision of the of the Articles of Incorporation

Description:

(1) To accommodate the amendment of the Company Law, TSE regulations and

development of the Company.

(2) Comparison of Amendments on the Articles of Incorporation is described in

Attachment V.

Resolution:

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Other Business and Special Motion

Meeting Adjourned

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Attachment I

(English Translation of Financial Report Originally Issued In Chinese)

Independent Auditors’ Report

The Board of Directors of Quanta Computer Inc.：

We have audited the accompanying consolidated balance sheets of Quanta Computer Inc. and its subsidiaries

(“the Group”) as of December 31, 2014 and 2013, and the consolidated statements of comprehensive income,

changes in stockholders’ equity, and cash flows for the years ended December 31, 2014 and 2013. The

Company’s management is responsible for the preparation and presentation of the consolidated financial

statements. Our responsibility is to issue a report on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the “Rules Governing the Audit of Financial Statements by

Certified Public Accountants” and auditing standards generally accepted in the Republic of China. Those rules

and standards require that we plan and perform the audit to obtain reasonable assurance about whether the

consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis,

evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing

the accounting principles used and significant estimates made by management, as well as evaluating the overall

financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to in the first paragraph present fairly, in all

material respects, the consolidated financial position of Quanta Computer Inc. and its subsidiaries as of

December 31, 2014 and 2013, and the results of their consolidated operations and their consolidated cash flows

for the years then ended, in conformity with the Guidelines Governing the Preparation of Financial Reports by

Securities Issuers and with the International Financial Reporting Standards (IFRSs), International Accounting

Standards (IASs), interpretation as well as related guidance endorsed by the Financial Supervisory Commission

of the Republic of China.

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Quanta Computer Inc. has additionally prepared the parent company only financial statements as of and for the

years ended December 31, 2014 and 2013, on which we have issued an unqualified opinion.

KPMG

CPA： Chiang, Chung Yi

Yang, Leou Fong Taipei, Taiwan, R.O.C. March 30, 2015

Note to Readers

The accompanying financial statements are intended only to present the financial position, results of operations and cash

flows in accordance with the International Financial Reporting Standards approved by the R.O.C Financial Supervisory

Commissions and not those of any other jurisdictions. The standards, procedures, and practices to audit such financial

statements are those generally accepted and applied in the Republic of China.

The auditors’ report and the accompanying financial statements are the English translation of the Chinese version prepared

and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of, the English

and Chinese language auditors’ report and financial statements, the Chinese version shall prevail.

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(English Translation of Financial Report Originally Issued In Chinese)

Independent Auditors' Report

The Board of Directors of Quanta Computer Inc.：

We have audited the accompanying parent company only balance sheets of Quanta Computer Inc. as of

December 31, 2014 and 2013, and the parent company only statements of comprehensive income, changes in

stockholders' equity, and cash flows for the years ended December 31, 2014 and 2013. The Company' s

management is responsible for the preparation and presentation of the parent company only financial

statements. Our responsibility is to issue a report on these financial statements based on our audits.

We conducted our audits in accordance with the "Rules Governing the Audit of Financial Statements by

Certified Public Accountants" and auditing standards generally accepted in the Republic of China. Those

rules and standards require that we plan and perform the audit to obtain reasonable assurance about whether

the financial statements are free of material misstatement. An audit includes examining, on a test basis,

evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing

the accounting principles used and significant estimates made by management, as well as evaluating the

overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the parent company only financial statements referred to in the first paragraph present fairly,

in all material respects, the parent company only financial position of Quanta Computer Inc. as of December

31, 2014 and 2013, and the results of its operations and its cash flows for the years then ended, in conformity

with the Guidelines Governing the Preparation of Financial Reports by Securities Issuers.

KPMG

CPA： Chiang, Chung Yi

Yang, Leou Fong Taipei, Taiwan, R.O.C. March 30, 2015

Note to Readers

The accompanying financial statements are intended only to present the financial position, results of operations and cash

flows in accordance with the International Financial Reporting Standards approved by the R.O.C Financial Supervisory

Commissions and not those of any other jurisdictions. The standards, procedures, and practices to audit such financial

statements are those generally accepted and applied in the Republic of China.

The auditors' report and the accompanying financial statements are the English translation of the Chinese version prepared

and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of, the English

and Chinese language auditors’ report and financial statements, the Chinese version shall prevail.

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Attachment II

Business Report

The worldwide personal computer industry faced minor shipment decline in 2014 from the

previous year, fortunately, the magnitude of decline was significantly smaller. The mild shipment

decline in 2014 signaled the market is gradually recovering and stablizing after recent sharp

corrections. However, the PC industry is still expected to see minor decline in 2015. During the time

of industry transition, Quanta should remain competitive and stay cautious to weather the challenges

ahead.

Looking back into 2014, Quanta Computer continued to promote the “Three-Five Year Plan”

led by the four Corporate principles of “Superior Quality”, “Superior Technology ”, “Superior

Management”, and “Superior Outcome”. These Corporate principles serve as guidance for

continuous improvement on overall operation followed by the ideology of “innovation is the core

motivation” and “change is the action model” to encourage innovative thinking and to implement

various enhancements. The Company strives to deliver superior outcome, continuously identify

innovation and breakthrough in every aspect of the business from production to management.

Quanta’s performance for FY2014 and outlook for FY2015 are as follow:

I. Revenue and Income

Consolidated revenue in year 2014 was NT$926.3BN, an increase of 5.2% from the previous

year. Net income after tax in FY2014 and FY2013 was NT$19.2BN and NT$19.1BN respectively.

Net income attributable to owners of parent in FY2014 and FY2013 was NT$18.9BN and

NT$18.6BN respectively. EPS in FY2014 was NT$4.90, an increase of 1.23% from the previous

year. Non-operating income was NT$10.4BN.

Quanta Computer was able to deliver stable growth in 2014 despite volatility in the PC industry.

To cope with changes in the industry, the Company’s effort to diversify into non-notebook business is

beginning to bear fruits, strong progress in Cloud Computing related business is especially

encouraging. The Company continues to invest in diversification in order to find the right balance

between revenue mix and profitability. Furthermore, higher degree of automation is fully

implemented in order to build stronger supply chain, to integrate seamless logistics flow and to

strengthen product development capability. The ultimate outcome is to boost productivity per capita.

Taking advantage of the Company’s strength in product delivery efficiency and flexibility as well as

large economy of scale, Quanta is able to sustain its competitiveness through reinforcing its leading

edge in research and development as well as innovative design capability.

Furthermore, Quanta Computer proactively plays the role of a respectable corporate citizen by

taking responsibilities and obligations as a member of the global village. The Company is dedicated

to provide solutions that address user’s needs by integrating our expertise in both software and

hardware. Building on the spirit of creativity, innovation and entrepreneurship, the Company

continues to create value that brings human-centric value proposition to the society. The Company

has been publishing Corporate Social Responsibility Reports every year since year 2010. Third party

validation was introduced in 2014 and onwards to improve reliability and quality of the CSR reports

and to further enhance the Company’s corporate governance and information transparency.

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II. Outlook in 2015

Quanta has been promoting the “Three Five-Year Plan” since year 2000 and year 2015 is the

last year of the plan. A strong foundation has been established after the Company invested ample

resources and efforts during the first four years of the third Five-Year Plan. The strong foundation

enables the Company to systematically operate overall business, to discover greater potential after

dedicated hardwork and to embrace stronger growth rate. Quanta continues to follow the four

Corporate principles of “Superior Quality”, “Superior Technology ”, “Superior Management”, and

“Superior Outcome” in all business conducts to deliver superior outcome. As the global economy

gradually recovers in year 2015, Quanta’s core notebook business will continue to grow and the

Company will further devote adequate resources to diversify into new business development. Cloud

related business and wearable devices are expected to lead the Company’s growth, to accelerate

revenue and to add fuel to the Company’s profitability.

To embrace the ever-changing challenges, Quanta must push our limits to think creatively and

to take new initiatives to ultimately achieve sustainability. The following four action plans will lead

the Company to embrace upcoming new challenges:

Identify opportunities ahead of competitions －

Gain insights into competitive landscape, foresee future trend, provide customer-driven

services, deliver innovative and breakthrough solutions, identify opportunities and act

ahead of competitions.

Acceleration －

Focus on delivering high quality and strong performance to elevate overall operation

performance.

Simplicity –

Review and simplify overall operation flow, focus on simplicity, reduce the variety of

component types and volume, simplify production and maximize efficiency.

Cost Savings －

Manage cost savings from material, labor, time, and space. Create the greatest value

through minimizing cost and delivering superior products.

To succeed in the dynamic competitive landscape, Quanta must utilize its strength in

innovative thinking and leverage breakthrough technology to achieve greater improvement and

to sustain its competitive edge. With strong efforts devoted by the entire organization and its

employees, together we can put creative thinking into action plans and to accelerate overall

business operation to the next level of success. Building on the superior corporate value of

Truthfulness, Kindness, Beauty, Honesty, Trust and Caring, Quanta will undoubtedly create

greater business value and continue to grow.

Chairman: Barry Lam

Vice Chairman: C.C. Leung

Chief Financial Officer: Elton Yang

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Attachment III

Supervisors’ Review Report

30 March 2015

The Board of Directors have prepared and submitted to us the Company's 2014 Financial Statement

and audit report which have been audited and certified by KPMG, along with the business report and

proposal for profit allocation. We, the Supervisors, have duly examined the same as correct and

accurate. We hereby report to the 2015 Annual General Meeting of Shareholders in accordance to

Article 219 of the Company Law.

Quanta Computer lnc.

Supervisors:

Eddie Lee (李政霖)

Steven Chang (張景溢)

Representative of CianYu Investment Ltd.

Doris Shen (沈素碧)

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Attachment IV

The Impact of Stock Dividend Issuance on Business Performance, EPS,

and Shareholder Return Rate

Not available (Company does not simulate or report financial forecast for year 2014, and

therefore there will be no forecasted profit or EPS.)

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Attachment V. Amendments to the Articles of Incorporation

Quanta Computer Inc.

Articles of Incorporation

Before Amendment After Amendment Remark

Article 5:

The head office of this

Corporation shall be in Tao

Yuan Shien, Taiwan. Pursuant

to the resolutions adopted by

the Board of Directors, this

Corporation may, if necessary,

set up branches or factories

within and outside the R.O.C.

Article 5:

The head office of this

Corporation shall be in Tao

Yuan City, Taiwan. Pursuant

to the resolutions adopted by

the Board of Directors, this

Corporation may, if necessary,

set up branches or factories

within and outside the R.O.C.

Amend due to address

changes from Tao Yuan

Shien to Tao Yuan City

Article 17

This Corporation will have five

(5) directors and three (3)

supervisors who shall be

elected by shareholders with

the legal capacity. The election

of the independent directors

and supervisors shall adopt

candidates nomination system,

and the shareholders shall elect

among the nominees listed in

the roster of independent

directors and supervisors

candidates. The total number of

shares of this Corporation held

by directors and supervisors

shall be subject to the

regulations set by the

competent authority in charge

of securities.

Article 17

This Corporation will have five

to nine (5-9) directors and three

(3) supervisors who shall be

elected by shareholders with

the legal capacity. The election

of the independent directors

and supervisors shall adopt

candidates nomination system,

and the shareholders shall elect

among the nominees listed in

the roster of independent

directors and supervisors

candidates. The total number of

shares of this Corporation held

by directors and supervisors

shall be subject to the

regulations set by the

competent authority in charge

of securities.

Amend in accordance to

business development

needs.

Article 30

The twenty seventh

amendment was made on June

24, 2013.

Article 30

The twenty eighth amendment

was made on June 18, 2015.

Adding the twenty eighth

amendment date.

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Attachment VI.

Quanta Computer Inc.

Shareholdings of Directors and Supervisors as of April 20, 2015

Position Name Elected Date

Common Shares Held at Previous

Election Current Common Shares Held Note

Number of

Common

Shares

Percentage of Total

Issued and

Outstanding

Common Shares

Number of

Common Shares

Percentage of Total

Issued and

Outstanding

Common Shares

Chairman Barry Lam 2013.06.24 445,738,138 11.56% 415,738,138 10.76%

Vice-Chairman C.C. Leung 2013.06.24 115,645,736 3.00% 115,645,736 2.99%

Director C.T. Huang 2013.06.24 7,078,197 0.18% 9,163,197 0.24% Other entitlement of

4,000,000 shares

Independent

Director Wei-Ta Pan 2013.06.24 6,717 0.00% 6,717 0.00%

Independent

Director Chi-Chih Lu 2013.06.24 0 0.00% 0 0.00%

Supervisor Eddie Lee 2013.06.24 0 0.00% 0 0.00%

Supervisor Steven Chang 2013.06.24 0 0.00% 0 0.00%

Supervisor CianYu

Investment Ltd. 2014.06.19 572,401.374 14.82% 572,401,374 14.82%

Total 1,140,870,162 1,112,955,162

Note 1: Issued Capital Stock on June 24, 2013: 3,854,258,432 shares at NT$ 10 par value

Note 2: Issued Capital Stock on April 20, 2015: 3,862,627,432 shares at NT$ 10 par value

Note 3: QCI’s Directors are required to hold in the aggregate no less than 92,703,058 QCI shares. As of April 20, 2015, QCI’s Directors together

held 540,547,071 QCI shares

Note 4: QCI’s Supervisors are required to hold in the aggregate no less than 9,270,305 QCI shares. As of April 20, 2015, QCI’s Supervisors

together held 572,401,374 QCI shares

Note 5: Independent Directors and Supervisors’ shareholdings are not included in the required amount.