VI. Shareholders And Shareholders Meeting

Article 10: Rights of Shareholders of the Company

10.1. Shareholders are the owners of the Company and have rights and obligations corresponding to the number and types of shares they own. The responsibility of each Shareholder is limited based on the proportion of shares that Shareholder is holding.

10.2. Holders of common shares have the following rights:

a. to participate and speak at Shareholders Meetings and execute voting rights directly or via an authorized representative;

b. to receive dividends;

c. to freely transfer shares for which payment is complete in accordance with this Charter and the Law;

d. to receive priority in buying new shares offered for sale with an amount corresponding to the number of common shares which they are holding;

e. to examine information related to Shareholders on the list of Shareholders eligible to participate in Shareholders Meetings, and to ask for incorrect information to be corrected;

f. in the case of the Company’s dissolution, to receive assets of the Company in an amount corresponding to the number of shares they are holding, but only after the Company fulfills all its debts and obligations, and after holders of preferential shares are compensated first;

g. to request the Company to re-purchase their shares in cases stipulated by Article 90 of the Enterprise Law; and

h. other rights stipulated by this Charter and the Law.

10.3. A Shareholder or groups of Shareholders holding more than 5% of the total common shares for six consecutive months or longer will have additional rights as follows:

a. to nominate members to the Board of Directors or the Supervisory Board in accordance with the relevant regulations in Articles 19.3 and 30.2;

b. to request the convening of a Shareholders Meeting;

c. to examine and receive a copy of or excerpt from the list of Shareholders eligible to participate and vote at Shareholders Meetings; and

d. other rights stipulated by this Charter.

Article 11 Obligations of Shareholders

Shareholders have the following obligations:

a. to abide by the Company’s Charter and regulations, decisions of the Board of Directors, and resolutions of the Shareholders Meeting;

b. to fully pay for shares according to the quantity of shares ordered and in accordance with regulations; and

c. to fulfill other obligations stipulated by the Law.

Article 12 Shareholders Meeting

12.1. The Shareholders Meeting has the highest jurisdiction of the Company and all Shareholders with voting rights are allowed to participate. The Annual Shareholders Meeting is organized once a year.

12.2. The Annual Shareholders Meeting is convened by the Board of Directors and held at a venue in Vietnam decided each time by the Board of Directors. The Annual Shareholders Meeting decides on issues allowed by the Charter and the Law. Specially, shareholders will ratify the annual financial report of the Company and financial budget for the next fiscal year. Independent auditors will be invited to participate in the Shareholders Meeting to advice on the ratification of the annual financial report.

12.3. The Board of Directors must convene an Extraordinary Shareholders Meeting in the following cases:

a. The Board of Directors deems it necessary for the Company’s benefits. Convening a meeting is necessary if independent auditors believe it is important to discuss auditing reports or the financial situation of the Company and the Board of Directors has the same point of view.

b. The annual accounting balance sheet, quarterly or half-yearly reports, or fiscal-year auditing report shows that half of the Chartered Capital is lost.

c. The number of members of the Board of Directors is less than the number required by the Law or less than half the figure stipulated by the Charter.

d. A Shareholder or groups of Shareholders as stipulated by Article 10.3 of this Charter requests the convening of a meeting with a petition document which gives details about the reasons for and purposes of the meeting and gathers signatures of the concerned Shareholders (thus the petition may consist of multiple copies to collect all signatures of concerned Shareholders).

e. The Supervisory Board requires the convening of a meeting if the Supervisory Board has reason to believe that members of the Board of Directors or Senior Managers are in serious violation of their obligations as stipulated by Article 119 of the Enterprise Law or that the Board of Directors is acting or intends to act beyond its power.

12.4. The rights to call for Shareholders’ Meeting:

a. The Board of Directors must convene a Shareholders Meeting within 30 days after receiving the requests mentioned in the above 12.3d or 12.3e.

b. If the Board of Directors does not convene the meeting, the Supervisory Board will convene the meeting.

c. If the Supervisory Board does not convene the meeting, Shareholders or groups of Shareholders who request the meeting as mentioned in Point 3(d) of this Article can convene a Shareholders Meeting.

d. The Company will pay for all expenses needed to convene and conduct a Shareholders Meeting. These expenses do not include the costs incurred by Shareholders while participating in the Shareholders Meeting, such as travel and accommodation charges.

Article 13 Rights and tasks of the Shareholders Meeting

13.1. The Annual Shareholders Meeting has the right to discuss and approve the following issues:

a. annual financial reports;

b. reports of the Supervisory Board about the Company’s situation;

c. reports of the Board of Directors;

d. reports of auditors; and

e. short-term and long-term development plans of the Company.

13.2. The Annual and Extraordinary Shareholders Meetings have the right to make decisions by passing resolutions about the following issues:

a. approval of annual financial reports;

b. annual dividend rates to be paid for each share category in conformity with the Enterprise Law and the rights attached to each share category with the condition that these dividend rates are not higher than the rates which the Board of Directors fairly suggests after soliciting ideas from Shareholders at the Shareholders Meeting;

c. the number of members of the Board of Directors;

d. the selection of independent auditing organizations;

e. election, dismissal, and replacement of members of the Board of Directors and the Supervisory Board, and the approval of the Board of Directors’ appointment of a Managing Director;

f. total compensation for the members the Board of Directors and report on compensation for the members the Board of Directors;

g. amendments to this Charter;

h. share categories and the number of new shares to be issued for each category, and the transfer of shares held by founding members for the first three years after the Date of Establishment;

i. the merging or changing of the Company;

j. restructuring and dissolution (liquidation) of the Company, and selection of people in charge of liquidation;

k. examination and treatment of violations of the Board of Directors or of the Supervisory Board which cause damage to the Company and Shareholders of the Company;

l. sale transactions of assets of the Company or any branch, or purchase transactions carried out by the Company or branches with a value equal to or exceeding 50% of the total asset value of the Company and its branches based on the most recent audited accounting records,

m. the Company’s purchase or repurchase of more than 10% of the shares or shares of any category that are being issued;

n. one person holding the positions of Managing Director and Chairman of the Board of Directors at the same time.

o. the Company or branches of the Company signing contracts with persons stipulated by Article 120 of the Enterprise Law with a contract value exceeding 20% of the total value of the Company and its branches based on the accounting records;

p. and other issues stipulated by this Charter and other regulations of the Company.

13.3. A Shareholder is not allowed to vote on any resolution to ratify:

a. contracts stipulated by Article 13.2 if that Shareholder or Concerned Persons related to that Shareholder are parties in the contract; or

b. the share purchase of that Shareholder or of any Concerned Persons related to that Shareholder.

13.4. The Shareholders Meeting must discuss and vote on resolutions about issues raised on the meeting agenda.

 

Article 14 Authorized representatives

14.1. Shareholders who have the right to participate in Shareholders Meetings in accordance with the Law can participate in the meeting directly or delegate representatives to attend the meeting as proxies. Authorized representatives do not need to be Shareholders.

14.2. An authorization document must be made in writing in the common form or another form which is accepted by the Board of Directors and:

a. for individuals, the authorization document must be signed by the proxy grantor or his lawyer; and

b. for organizations, the authorization document must be sealed or signed on the organization’s behalf by a lawyer, or be signed and sealed by a valid authorized proxy of the organization.

14.3. In the case of an authorization document signed by a lawyer on behalf of the proxy grantor, the letter of proxy for the lawyer or a certified copy (if not registered with the Company before) must be submitted along with the authorization document. If this is not done, authorization will be deemed invalid.

14.4. Votes of the authorized representative within the limits of authorization will become effective even when the Shareholder who grants the proxy:

a. dies or is unable to control his behavior;

b. annuls the authorization; or

c. has the proxy’s rights annulled.

However, this will not apply if the Company receives a notice about one of the issues mentioned above 48 hours before the meeting or before the meeting is reconvened.

Article 15 Changes of rights

15.1. With the approval of the Shareholders Meeting as stipulated by Article 13.2 of this Charter, whenever the equity of the Company is divided into different share categories according to the Enterprise Law, special rights attached to each share category can be changed or annulled with written agreements from people who are holding at least 65% of the voting rights of issued shares in that category or with a resolution passed by people who are holding at least 65% of the voting rights of all Shareholders who appear at a separate meeting of people who are holding that category of stock.

15.2. To organize such a private meeting, it is necessary to have at least two Shareholders (or their authorized representatives) in attendance who are holding at least one-third of the face value of shares of the issued share category, but if the meeting does not have the number of delegates as mentioned above, the meeting will be re-organized within 30 days after that and any persons holding shares in that category who attends directly or through an authorized representative will be seen as a sufficient number of attendees. At these private meetings, anyone who is holding shares of that category and is present at the meeting, or has an authorized representative at the meeting, has the right to request a secret ballot and each person will be given one vote for each of the shares of that category which he owns.

15.3. The procedures of the private meetings are implemented similarly to the regulations in Articles 17 and 18 of this Charter.

15.4. Unless the terms of share issue are defined differently, special rights related to the division of profits or assets of the Company attached to shares with preferential rights will not be changed if more shares of the same category are issued.

Article 16 Shareholders Meeting, agenda and announcement

16.1. The Board of Directors will convene the Shareholders Meeting except in cases stipulated by Articles 12.4(b) or 12.4(c) of this Charter.

16.2. People who convene a Shareholders Meeting are required to complete the following tasks:

a. prepare a list of all Shareholders eligible to participate and vote at the meeting 30 days ahead of the opening date of the Shareholders Meeting; prepare an agenda for the meeting, and documents in conformity with the Law and the Company’s regulations;

b. confirm the time and venue of the meeting; and

c. inform all Shareholders about the meeting and send them a meeting notice.

16.3. The notice about the Shareholders Meeting must include the meeting’s agenda and appropriate information about issues to be discussed and voted on at the meeting. The notice about the Shareholders Meeting can be delivered to the Shareholders in person or by mail to their registered addresses, or to addresses which Shareholders provide for the purpose of receiving information. If Shareholders inform the Company of their fax numbers or email addresses, the letter can be sent to those fax numbers or email addresses. If Shareholders are employees of the Company, the notice can be put into a sealed envelope and given to them in person at their workplace. The notice must be sent at least 15 days prior to the date of the Shareholders Meeting (counting from the date when the notice is validly sent or transferred, postage is paid, or it is put into the mailbox). The notice of the Shareholders Meeting must be posted on the Company’s website and sent to Shareholders at the same time.

16.4. Shareholders or groups of Shareholders as stipulated by Article 10.3 of this Charter have the right to propose issues for the Shareholders Meeting’s agenda. The proposals must be made in writing and sent to the Company at least 3 days ahead of the date of the Shareholders Meeting. The proposal must include details about the name of Shareholder, the number and categories of shares which they are holding, and the issues proposed for the agenda.

16.5. People convening Shareholders Meetings only have the right to refuse a proposal related to Point 4 of this Article if:

a. The proposal is not sent on schedule;

b. At the time of proposal, the Shareholder or group of Shareholders has not owned at least 10% of the common shares for six or more consecutive months;

c. The proposal does not contain essential details; and

d. Proposed issues are not within the power of the Shareholders Meeting to discuss and pass resolutions.

16.6. For each issue in the meeting agenda, the Board of Directors must prepare a resolution draft.

16.7. If all the Shareholders eligible for voting are attending directly or have authorized representatives attending the meeting, resolutions passed unanimously by the Shareholders Meeting are valid even when the Shareholders Meeting is not convened properly or issues are not put into the agenda rationally.

16.8. If the shareholders do not participate in the Shareholders Meeting nor having authorized representatives, their votes will be considered to unanimously align to the Shareholders Meeting’s Resolution. In case of the Board of Directors could not reach 100% of the votes then their votes will be considered to unanimously align to the decision of the Chairman of the Board of Directors.

Article 17 Conditions for conducting a Shareholders Meeting and taking the minutes of a Shareholders Meeting

17.1. The Chairman of the Board of Directors will preside over the Shareholders Meeting, or if the Chairman is absent, the Vice Chairman of the Board or any other person elected by the Shareholders Meeting will chair the meeting. If none of them can chair the Shareholders Meeting, members of the Board of Directors in attendance who hold the highest positions will hold a meeting to choose the chairperson, who does not need to be a member of the Board of Directors. The Chairman, Vice Chairman or elected chairperson will appoint a secretary to take the minutes of the Meeting. In the event of voting for a chairperson, the name of the person nominated to chair the meeting and the number of votes for him must be announced.

17.2. Except in cases stipulated by Point 3 of this Article, all resolutions of the Shareholders Meeting must be passed by at least 65% of the Shareholders eligible to vote who are in attendance or have authorized representatives at the meeting.

17.3. Resolutions of the Shareholders Meeting related to amending the Charter, share categories and the number of shares offered for sale, merging, restructuring and dissolution of the Company must be passed by at least a 65% majority of Shareholders eligible to vote who are in attendance or have authorized representatives at the Shareholders Meeting.

17.4. The chairperson of the Shareholders Meeting is responsible for keeping minutes and sending the minutes to all Shareholders after the meeting concludes. The minutes are deemed real evidence of tasks completed at that Meeting unless Shareholders raise valid objections to the contents of the minutes within 10 days from the date the minutes are sent. The minutes will be taken in Vietnamese and will be signed by the chairperson and secretary of the Shareholders Meeting and will be kept in line with the Enterprise Law and this Charter. Notes, minutes, Shareholder signature records, and authorization documents must be kept at the Company’s office.

17.5. The minimum number of participating members under the prevailing regulations is a number of Shareholders and authorized representatives in attendance representing at least 65% of the shares with voting rights. If there are not enough attendees within 30 minutes of the assigned opening time of the meeting, the Shareholders Meeting must be reconvened within 30 days of the original planned date. The number of Shareholders and authorized representatives present at the reconvened Shareholders Meeting must represent at least 51% of the shares with voting rights. If the second meeting does not gather a sufficient number of Shareholders and authorized representatives within 30 minutes of the assigned opening time of the meeting, a third meeting can be convened within 20 days of the planned date for the second meeting. At the third meeting, any number of Shareholders and authorized representatives is valid and all of them have the right to vote on all issues which the first Shareholders Meeting could pass under the prevailing regulations.

17.6. At the date of the opening of the Shareholders Meeting, Shareholder registration procedures must be implemented and continued until all eligible Shareholders complete registration.

17.7. During the process of Shareholder registration, the Company will give to each Shareholder or authorized representative a voting card which includes the registration number and name of the Shareholder, the name of the authorized representative, and the number of votes of the Shareholder. The voting process of the Shareholders Meeting will start by first collecting votes for a resolution and then votes against the resolution. Counting the number of votes for and against a resolution will reveal the result. The chairperson will announce the number of yes and no votes and abstentions right after the voting. The Meeting will choose from among the delegates a number of people responsible for vote check and scrutiny and if the Meeting does not choose, the chairperson will choose those people.

17.8. Shareholders who come to the Shareholders Meeting late have the right to register immediately and after that have the right to participate in voting at the meeting. However, the chairperson will not have to pause the Meeting for the Shareholder to complete his registration and the outcome of any votes already completed will not be affected.

17.9. The chairperson will be the ultimate authority on decisions about issues related to the meeting’s order, procedures and unexpected events outside the agenda of the Shareholders Meeting.

17.10. Without having to ask the opinions of the attendees, the chairperson of the Shareholders Meeting can at any time postpone a Meeting with sufficient attendance to another time and at another venue decided by the chairperson if the chairperson finds that (a) participants do not have convenient seats at the venue for the Meeting, (b) the behavior of attendees is obstructing or is likely to obstruct the order of the meeting or (c) a delay is necessary for the tasks of the Meeting to be carried out appropriately. Additionally, the chairperson can postpone a Shareholders Meeting with sufficient attendance with the unanimity or demand of that Meeting. A postponed Meeting, when reconvened, will not consider any issues apart from the issues which should have been resolved lawfully at the previous postponed meeting.

17.11. The chairperson of the meeting can carry out activities which he/she deems essential to control the Shareholders Meeting appropriately and with order; or to let the Meeting reflect the expectations of the majority of the participants.

17.12. The Board of Directors can request Shareholders or authorized representatives who want to participate in a Shareholders Meeting to submit to inspection or other security measures which the Board of Directors deems appropriate. After careful inspection, the Board of Directors can reject or expel from the Meeting any Shareholder or authorized representative for not abiding by inspection regulations or security measures.

17.13. The Board of Directors can apply measures which they deem appropriate after careful considerations in order to:

a. Adjust the number of participants at the venue for the Shareholders Meeting;

b. Ensure safety for participants at the venue;

c. Provide conditions for Shareholders to attend the meeting (or continue attending).

The Board of Directors can change the measures at any time. The measures can include and are not limited to issuing admission tickets or using other forms of selection.

17.14. If the Shareholders Meeting applies these measures, the Board of Directors, while identifying a venue for the Meeting, can:

a. Announce that the meeting will be held at a venue mentioned in the announcement and the chairperson will be present at that location (“The Main Venue for the Meeting”);

b. Arrange for Shareholders or authorized representatives who can not participate in the meeting in line with these terms or those who want to attend the meeting at a different venue to participate in the meeting at the same time.

The notice about the meeting does not need to include details about organizational measures in line with this Article.

17.15. According to this Charter (unless the situation demands otherwise), all the Shareholders will be considered to be participating in the Meeting at the Main Venue for the Meeting.

Article 18 Approval of resolutions via written documents

18.1. Resolutions can be passed by Shareholders representing at least 51% of the voting rights via written documents under the procedures defined in Point 2 of this Article.

18.2. The Board of Directors takes the following responsibilities in order to have resolutions of Shareholders passed via written documents:

a. Resolve necessary issues, forms and secret ballot contents according to this Charter and the Law;

b. Send voting cards and all necessary documents to all the Shareholders with the right to participate in the Shareholders Meeting so that the Shareholders can have sufficient information to cast their votes.

c. Determine the voting result and announce the result within 15 days of the date noted on the voting card as the date when it must be returned.

18.3. The Board of Directors may ask for shareholders’ opinions in writing about the resolutions that the Board of Directors deems to be necessary for the business activities and the development of the Company.

18.4. Resolutions which are passed via written documents in accordance with Point 1 of this Article have the same value as resolutions passed by the Shareholders Meeting.

18.5. In case of the Board of Directors decides to have the resolutions passed via written documents while not having received the shareholders’ opinions after the deadline announced in written documents, their opinions will be considered to unanimously align to the resolutions of the Board of Directors, in case of the Board of Directors could not reach 100% of the votes, the decision of the Chairman of the Board of Directors will be considered as theirs.