[CONTENTS CORPORATE INFORMATION 1 CHAIRMAN’S STATEMENT 3 FINANCIAL HIGHLIGHTS 4 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 6 18 DIRECTORS AND SENIOR MANAGEMENT 19 DIRECTORS’ REPORT 21 CORPORATE GOVERNANCE REPORT 32 INDEPENDENT AUDITOR’S REPORT 38 - i - CORPORATE INFORMATION Independent Auditor Deloitte Touche Tohmatsu 35 th Floor, One Pacific Place 88 Queensway Hong Kong Legal] [2 http://www.o2micro.com Micro International Limited has advised that the 2008 annual report is available for viewing on the internet at O Proxy Services Corporation 200 A Executive Drive Edgewood, NY 11717 Attention: Greg Penn (Annual Report) You may also request for a hardcopy of the annual report by calling the toll free number 1-800-555-2470. EX-99.2 3 dex992.htm 2008 ANNUAL REPORT] [2 MICRO INTERNATIONAL LIMITED O (Incorporated in the Cayman Islands with limited liability) (Stock code: 457) NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON FRIDAY, MAY 29 2009 O2Micro International Limited Grand Pavilion Commercial Centre, West Bay Road P.O. Box 32331 SMB, George Town Grand Cayman, Cayman Islands Executive Directors Sterling Du Chuan Chiung “Perry” Kuo James] [CONTENTS Page Indicative timetable ii Definitions iv Letter from the Board Proposed Withdrawal 1 Introduction 1 Reasons for the Proposed Withdrawal]

[CONTENTS SIZE="2">RPORATE INFORMATION 1 CHAIRMANS STATEMENT 3 FINANCIAL HIGHLIGHTS 4 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIALNDITION AND RESULTS OF OPERATIONS 6 18 DIRECTORS AND SENIOR MANAGEMENT 19 DIRECTORS REPORT 21RPORATE GOVERNANCE REPORT 32 INDEPENDENT AUDITORS REPORT 38 - i -RPORATE INFORMATION Independent Auditor Deloitte Touche Tohmatsu 35] [2 http://www.o2micro.com Micro International Limited hasvised that the 2008 annual report is available for viewing on the internet at O Proxy Servicesrporation 200 A Executive Drive SIZE="2"> Edgewood, NY 11717 Attention: Greg Penn (Annual Report) You mayso request for a hardcopy of the annual report bylling the toll free number 1-800-555-2470.] [2 OSIZE="1"> MICRO INTERNATIONAL LIMITED (Incorporated in theyman Islands with limited liability) (Stockde: 457) NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS FACE="Times New Roman" SIZE="2"> TO BE HELD ON FRIDAY, MAY 29 2009 O2Micro International Limited Grand Pavilionmmercial Centre, West Bay Road P.O. Box 32331 SMB, George Town] [THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION FACE="Times New Roman" SIZE="2"> If you are in any doubt FACE="Times New Roman" SIZE="2"> If you have sold or transferred 2 Micro International Limited, you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or otherent through whom thele]