Conditions for convening General Meeting of Shareholders

Article 141. Conditions for convening General Meeting of Shareholders

accounting-services-in-vietnam21. A General Meeting of Shareholders shall be held when it is attended by a number of shareholders represent at least 51% of votes; the specific ratio shall be prescribed by the company’s charter.

2. If the conditions for holding the first General Meeting prescribed in Clause 1 of this Article are not satisfied, the second General Meeting shall be held within 30 working days from the intended date of the first General Meeting, unless otherwise prescribed by the company’s charter.

The second General Meeting of Shareholders shall be held when it is attended by a number of shareholders represent at least 33% of votes; the specific ratio shall be prescribed by the company’s charter.

3. If the conditions for holding the second General Meeting prescribed in Clause 2 of this Article are not satisfied, the third General Meeting shall be held within 20 working days from the intended date of the second General Meeting, unless otherwise prescribed by the company’s charter. In this case, the second General Meeting of Shareholders shall be held regardless of the number of votes of the attending shareholders.

4. Only the General Meeting of Shareholders is entitled to change the agenda enclosed with the invitation mentioned in Article 139 of this Law.

Article 142. Meeting and voting process at General Meeting of Shareholders

Unless otherwise prescribed by the company’s charter, meeting and voting process at General Meeting of Shareholders shall be as follows:

1. Registration of shareholders who attend the General Meeting of Shareholders shall be carried out before opening the meeting;

2. Election of the Chair, Secretary, and counting board:

a) The Chairperson of the Board of Directors shall chair the meetings convened by the Board of Directors; In case the Chairperson is temporarily absent or not capable of working, other members of the Board of Directors shall elect one of them to chair the meeting under the majority rule; If a chair is not elected, the Chief of the Control Board shall direct the General Meeting of Shareholders to elect a chair and the person that receives most votes shall chair the meeting;

b) In other cases, the person that signs the decision to convene the General Meeting of Shareholders shall direct the General Meeting of Shareholders to elect a chair and the person that receives most votes shall chair the meeting;

c) The chair shall appoint one or some people as the secretary(ies);

d) The General Meeting of Shareholders shall elect one or some people to the counting board at the request of the chair;

3. The agenda and contents of General Meeting of Shareholders must be ratified by the meeting during the opening session. The agenda must specify the time for each issue on the agenda;

4. The chair is entitled to take necessary and reasonable measures to control the meeting in an orderly manner and in conformity with the ratified agenda so that it reflects the demands of the majority of participants;

5. The General Meeting of Shareholders shall discuss and vote on each issue on the agenda. The voting shall be carried out by collecting affirmative votes, then negative votes, then count the affirmative votes, negative votes, and abstentions. The vote counting result shall be announced by the chair right before the end of the meeting, unless otherwise prescribed by the company’s charter;

accounting-services-in-vietnam16. Shareholders or authorized participants who arrive after the opening of the meeting may register and has the right to vote after registration; in this case, the effect of the issues voted on previously shall remain unchanged;

7. The convener of the General Meeting of Shareholders has the rights to:

a) Request all participants to undergo inspection or other legitimate, reasonable security measures;

b) Request competent authorities to maintain order at the meeting; expel those who act against the chair’s direction, cause disruption, obstruct the normal progress of the meeting, or refuse to comply with security check requirements from the General Meeting of Shareholders;

8. The chair may delay a General Meeting of Shareholders that has been attended by all registered participants until a later time or change the meeting location in the following cases:

a) The current location does not have convenient seats for all participants;

b) Communication devices at the current location are not sufficient for attending shareholders to discuss and vote;

c) There is a participant that disrupts the order and threatens to obstruct the fair and legal progress of the meeting.

The delay shall not exceed 03 days from the initial opening date;

9. If the char delays or suspends the General Meeting of Shareholders against Clause 8 of this Article, the General Meeting of Shareholders shall elect another person among the participants to replace the chair until the end of the meeting; all Resolutions ratified at the meeting shall be effective.