Election of Independent Directors

Wistron's 5th Board of Directors has its term until June 22, 2012. At the regular meeting on March 23, 2012, Wistron's Board of Directors approved the nominations of 9 Directors (including 5 independent directors), with their three-year term extending from June 21, 2012 to June 20, 2015. The independent directors for the 6th Board of Directors will be elected pursuant to the procedure of candidate nomination system. According to Article 192-1 of the "ROC Company Act," Wistron announced on March 23, 2012 that any shareholder holding 1% or more of the outstanding shares of the Company may nominate candidate(s) for independent directors in writing.

1. The number of independent directors to be elected: 5 seats.
2. The period for accepting the nomination of independent director candidates: April 11 to April 20, 2012.
3. The place designated for accepting the roster of independent director nominees: Wistron Shareholders Service Office (Address: Room A, 7F, No.122, Dunhua N. Rd., Taipei, Taiwan, ROC, Tel: (02)6600-7998).
4. Attachments to be submitted: Any shareholder qualified to so nominate may submit to Wistron the name, educational background and past work experience of the nominee(s), a letter signed by each nominee consenting to act as independent 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 Act, and other relevant documents signed and provided by each nominee. Without above documents, the name of the nominee(s) will be dropped from the list of the Company's independent director candidates.
5. For Wistron's Board of Directors smoothly reviewing and approving the nomination of independent director candidates, any shareholder qualified to nominate shall send out the motion letter to Wistron via registered post, with "The Motion for Shareholders' Meeting" being marked on the cover of the envelope. The entire document must arrive at Wistron's Shareholder Service Office by 5:00 PM, April 20, 2012, or must be postmarked by April 20, 2012.

During the above-mentioned nomination period, Wistron only received the list of independent director nominees sent from the Board of Directors, and none of the shareholders holding 1% or more of the outstanding shares presented a roster of independent director candidates in writing to the Company during the nomination period for consideration.

At the regular meeting of April 27, 2012, Wistron's Board of Directors reviewed the educational backgrounds, past work experiences, professional qualifications and independence status of the independent director nominees for the 6th Board of Directors: Mr. John Hsuan, Mr. Michael Tsai, Mr. James K.F. Wu, Mr. Victor C.J. Cheng and Mr. Duh- Kung Tsai. All were determined to have met the requirements of Articles 2, 3 & 4 of the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies" and Section 4 of Article 192-1 of the "ROC Company Act." The Board of Directors approved the formal appointment of Mr. John Hsuan, Mr. Michael Tsai, Mr. James K.F. Wu, Mr. Victor C.J. Cheng and Mr. Duh-Kung Tsai as the independent director candidates for the 6th Board of Directors to stand for election at Wistron's 2012 Annual General Shareholders' Meeting on June 21, 2012.

The Company, in accordance with Article 192‐1 of the Taiwanese Company Act, publicly disclosed the independent director candidates list and related information for the 2012 Annual General Shareholders' Meeting on the Market Observation Post System.

Candidate's Name

Academic Qualifications

Principal Work Experience

Current Positions

Shareholdings (Note)

John Hsuan

Honorary Ph.D.,

National Chiao Tung University

Vice Chairman Emeritus of United Microelectronics Corp.

Independent Director of Wistron Corp.

Vice Chairman Emeritus of United Microelectronics Corp.

Chairman of Faraday Technology Corp.

Chairman of NCTU Venture Capital Co., Ltd.

Chairman of NCTU Spring Venture Capital Co., Ltd.

Chairman of Maxima Capital

0

Michael Tsai

Bachelors degree in Electrical and Control Engineering, National Chiao Tung University

Vice Chairman of Powerchip Semiconductor Corp.

Independent Director of Wistron Corp.

Vice Chairman of Powerchip Semiconductor Corp.

Independent Director of Koryo Electronics Co., Ltd.

Chairman of MAXCHIP

Chairman of Zentel

0

James K.F. Wu

Bachelors degree in Economics, National Chung Hsing University

Managing Partner of KPMG Taiwan

Partner-in-Charge of Audit Practice, KPMG Taiwan

Independent Director of Lite- On Technology

Independent Director of Wistron Corp.

Independent Director of Lite-On Technology Corp.

Independent Supervisor of Advantech Co., Ltd.

0

Victor C.J. Cheng

S.J.D., Stanford University

Professor of the Graduate Institute of Patent, National Taiwan University of Science and Technology

Independent Director of Wistron Corp.

Director of LOTES Co., Ltd.

Independent Supervisor of ASUSTeK Computer, Inc.

Independent Supervisor of Apacer Taiwan

Supervisor of Kinsus Interconnect Technology Corp.

Independent Director of eChem Solutions Corp.

Professor of the Graduate Institute of Patent, National Taiwan University of Science

0

Duh-Kung Tsai

Bachelors degree in Industrial Engineering, Taipei Institute of Technology

Chairman & CEO of Powertech Technology Inc.

Chairman & CEO of Powertech Technology Inc.

Chairman of Kingston Technology Far East Corp.

Chairman of Macrotech Technology Inc.

Chairman of Greatek Electronics Inc.

Independent Director of Compal Communications, Inc.

0

Title

Name

Shareholder No. / ID No.

Ballots Received

Independent Director

John Hsuan

F10058****

795,119,368

Independent Director

Michael Tsai

A10013****

794,695,855

Independent Director

James K.F. Wu

N10066****

794,469,622

Independent Director

Victor C.J. Cheng

181362

791,545,378

Independent Director

Duh-Kung Tsai

L10142****

789,952,378

Wistron's 5th Board of Directors has its term until June 22, 2012. At the regular meeting on March 23, 2012, Wistron's Board of Directors approved the nominations of 9 Directors (including 5 independent directors), with their three-year term extending from June 21, 2012 to June 20, 2015. The independent directors for the 6th Board of Directors will be elected pursuant to the procedure of candidate nomination system. According to Article 192-1 of the "ROC Company Act," Wistron announced on March 23, 2012 that any shareholder holding 1% or more of the outstanding shares of the Company may nominate candidate(s) for independent directors in writing.

1. The number of independent directors to be elected: 5 seats.
2. The period for accepting the nomination of independent director candidates: April 11 to April 20, 2012.
3. The place designated for accepting the roster of independent director nominees: Wistron Shareholders Service Office (Address: Room A, 7F, No.122, Dunhua N. Rd., Taipei, Taiwan, ROC, Tel: (02)6600-7998).
4. Attachments to be submitted: Any shareholder qualified to so nominate may submit to Wistron the name, educational background and past work experience of the nominee(s), a letter signed by each nominee consenting to act as independent 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 Act, and other relevant documents signed and provided by each nominee. Without above documents, the name of the nominee(s) will be dropped from the list of the Company's independent director candidates.
5. For Wistron's Board of Directors smoothly reviewing and approving the nomination of independent director candidates, any shareholder qualified to nominate shall send out the motion letter to Wistron via registered post, with "The Motion for Shareholders' Meeting" being marked on the cover of the envelope. The entire document must arrive at Wistron's Shareholder Service Office by 5:00 PM, April 20, 2012, or must be postmarked by April 20, 2012.

During the above-mentioned nomination period, Wistron only received the list of independent director nominees sent from the Board of Directors, and none of the shareholders holding 1% or more of the outstanding shares presented a roster of independent director candidates in writing to the Company during the nomination period for consideration.

At the regular meeting of April 27, 2012, Wistron's Board of Directors reviewed the educational backgrounds, past work experiences, professional qualifications and independence status of the independent director nominees for the 6th Board of Directors: Mr. John Hsuan, Mr. Michael Tsai, Mr. James K.F. Wu, Mr. Victor C.J. Cheng and Mr. Duh- Kung Tsai. All were determined to have met the requirements of Articles 2, 3 & 4 of the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies" and Section 4 of Article 192-1 of the "ROC Company Act." The Board of Directors approved the formal appointment of Mr. John Hsuan, Mr. Michael Tsai, Mr. James K.F. Wu, Mr. Victor C.J. Cheng and Mr. Duh-Kung Tsai as the independent director candidates for the 6th Board of Directors to stand for election at Wistron's 2012 Annual General Shareholders' Meeting on June 21, 2012.

The Company, in accordance with Article 192‐1 of the Taiwanese Company Act, publicly disclosed the independent director candidates list and related information for the 2012 Annual General Shareholders' Meeting on the Market Observation Post System.

Candidate's Name

Academic Qualifications

Principal Work Experience

Current Positions

Shareholdings (Note)

John Hsuan

Honorary Ph.D.,

National Chiao Tung University

Vice Chairman Emeritus of United Microelectronics Corp.

Independent Director of Wistron Corp.

Vice Chairman Emeritus of United Microelectronics Corp.

Chairman of Faraday Technology Corp.

Chairman of NCTU Venture Capital Co., Ltd.

Chairman of NCTU Spring Venture Capital Co., Ltd.

Chairman of Maxima Capital

0

Michael Tsai

Bachelors degree in Electrical and Control Engineering, National Chiao Tung University

Vice Chairman of Powerchip Semiconductor Corp.

Independent Director of Wistron Corp.

Vice Chairman of Powerchip Semiconductor Corp.

Independent Director of Koryo Electronics Co., Ltd.

Chairman of MAXCHIP

Chairman of Zentel

0

James K.F. Wu

Bachelors degree in Economics, National Chung Hsing University

Managing Partner of KPMG Taiwan

Partner-in-Charge of Audit Practice, KPMG Taiwan

Independent Director of Lite- On Technology

Independent Director of Wistron Corp.

Independent Director of Lite-On Technology Corp.

Independent Supervisor of Advantech Co., Ltd.

0

Victor C.J. Cheng

S.J.D., Stanford University

Professor of the Graduate Institute of Patent, National Taiwan University of Science and Technology

Independent Director of Wistron Corp.

Director of LOTES Co., Ltd.

Independent Supervisor of ASUSTeK Computer, Inc.

Independent Supervisor of Apacer Taiwan

Supervisor of Kinsus Interconnect Technology Corp.

Independent Director of eChem Solutions Corp.

Professor of the Graduate Institute of Patent, National Taiwan University of Science

0

Duh-Kung Tsai

Bachelors degree in Industrial Engineering, Taipei Institute of Technology

Chairman & CEO of Powertech Technology Inc.

Chairman & CEO of Powertech Technology Inc.

Chairman of Kingston Technology Far East Corp.

Chairman of Macrotech Technology Inc.

Chairman of Greatek Electronics Inc.

Independent Director of Compal Communications, Inc.

0

Title

Name

Shareholder No. / ID No.

Ballots Received

Independent Director

John Hsuan

F10058****

795,119,368

Independent Director

Michael Tsai

A10013****

794,695,855

Independent Director

James K.F. Wu

N10066****

794,469,622

Independent Director

Victor C.J. Cheng

181362

791,545,378

Independent Director

Duh-Kung Tsai

L10142****

789,952,378