EXHIBIT 99.2
PROXY STATEMENT
This Proxy Statement is being furnished pursuant to the Proxy Form for the Annual General Meeting (“AGM”) of Himax Technologies, Inc. (“Himax” or the “Company”) to be held on August 29th day, 2012 at 10:00 a.m. (Taiwan time).
I. SHAREHOLDER(s) ADOPTION OF THE COMPANY’S 2011 AUDITED ACCOUNTS AND FINANCIAL REPORT
The Company seeks shareholder adoption of the Company’s 2011 audited accounts (the “Audited Accounts”), which have been prepared under United States Generally Accepted Accounting Principles, in respect of the financial year ended December 31, 2011. Along with the Audited Accounts, the Company seeks shareholder adoption of the report of the auditors in respect of the same financial period (the “Reports of the Auditors”). A copy of each of the Company’s Audited Accounts and the Reports of the Auditors is included in the 2011 Himax Annual Report which will be available on the Company’s website (http://www.himax.com.tw/en/investor/ir-Financial-Information.asp ).
The affirmative vote of a majority of the votes cast at the AGM by the shareholders entitled to vote thereon is required for this proposal.
The Board of Directors of the Company (the “Board of Directors”) recommends a vote FOR this proposal.
II. RETIREMENT OF THIS TERM AND RE-ELECTION OF DR. YAN-KUIN SU AS AN INDEPENDENT DIRECTOR
Dr. YAN-KUIN SU will properly retire from his independent directorship position at Himax to be eligible for re-election pursuant to the Articles of Association of Himax, and he has offered himself for re-election as an independent director of Himax. A retiring director shall be eligible for re-election.
Dr. YAN-KUIN SU is the president of Kun Shan University now and also a professor of Department of Electrical Engineering, National Cheng Kung University since 1983. Dr. Su is devoted to the filed of research in semiconductor engineering and devices, optoelectronic devices, and microwave device and integrated circuits. He is also a fellow of the Institute of Electrical and Electronics Engineers, Inc., or IEEE. Dr. Su holds a B.S. degree and an M.S. degree and a Ph.D. degree in Electrical Engineering of National Cheng Kung University.
The affirmative vote of a majority of the votes cast at the AGM by the shareholders entitled to vote thereon is required for the re-election of Dr. YAN-KUIN SU as an independent director of Himax.
The Board of Directors recommends a vote FOR this proposal.
III. RETIREMENT OF THIS TERM OF THE INDEPENDENT DIRECTOR MR. CHUN-YEN CHANG AND NEW ELECTION OF MR. YEAN-KUEN FANG AS AN INDEPENDENT DIRECTOR
1. Dr. CHUN-YEN CHANG will properly retire from his independent directorship position at Himax Inc. However, Dr. CHUN-YEN CHANG has no intention to offer himself to be re-elected after the retirement of this term.
2. Therefore, Dr. YEAN-KUEN FANG is the candidate appropriate for newly electing as an independent director of Himax. A brief introduction is as following:
A. Dr. YEAN-KUEN FANG has B.S. degrees in Electronics Engineering and Master Degree in Electronics Engineering from National Chiao Tung University. On April 1981, Dr. YEAN-KUEN FANG completed his Ph.D. degree in Semiconductor Engineering from National Cheng Kung University, Tainan, Taiwan.
Additionally, Dr. YEAN-KUEN FANG served as Associate Professor in E.E Dept., National Cheng Kung University since Nov., 1981 and he served as Professor in Institute of Microelectronic, E.E Dept. National Cheng Kung University from August, 1987, Furthermore, He has served as a Chair Professor, Institute of Microelectronic, E.E Dept., National Cheng Kung University since January, 2012.
In his tenure of service, Dr. YEAN-KUEN FANG has published many Referred Journal Papers.
B. Dr. YEAN-KUEN FANG is very experienced in Optoelectronic engineering and was awarded many teaching prizes and has possession of patents summarized as follow:
| | (1) | Distinguished Teacher In Teaching (2007) & Notable Mentor Teacher (2009) at National Cheng Kung University |
| | (2) | Prize for Optoelectronic Outstanding Researcher, NSC (1996 &1998). |
| | (3) | Total patents granted to Dr.YEAN-KUEN FANG is up to “35” items in Taiwan and “38” items abroad. |
The affirmative vote of a majority of the votes cast at the AGM by the shareholders entitled to vote thereon is required for the NEW election of Dr. YEAN-KUEN FANG as an independent director of Himax.
The Board of Directors recommends a vote FOR this proposal.
IV. OTHER MATTERS
As of the date of this Proxy Statement, Himax does not intend to present and has not been informed that any other person intends to present any business not specified in this Proxy Statement for action at the meeting.
Shareholders are urged to sign the enclosed proxy form and to return it promptly in the enclosed envelope. Proxies will be voted in accordance with shareholders’ directions. Signing the proxy form does not affect a shareholder’s right to vote in person at the meeting, and the proxy may be revoked prior to its exercise by appropriate notice to the undersigned. If no directions are given in the voting card, proxies will be voted for the:
1. Adoption of Himax’s 2011 Audited Accounts and Financial Reports,
2. Re-election of Dr.YAN-KUIN SU as an independent Director of the Company, and
3. New election of Dr. YEAN-KUEN FANG as an independent director of the Company.
| | Himax Technologies, Inc. |
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| | By: | |
| | | Name: | Jordan Wu |
| | | Title: | Director |
