Formalities to ratify Resolutions of the General Meeting of Shareholders

Article 143. Formalities to ratify Resolutions of the General Meeting of Shareholders

accounting-services-in-vietnam21. The General Meeting of Shareholders shall ratify decisions within its competence by voting at the meeting or by absentee voting.

2. Unless otherwise prescribed by the company’s charter, Resolutions of the General Meeting of Shareholders about the following issues shall be ratified by voting at the General Meeting of Shareholders:

a) Amendments to the company’s charter;

b) The company’s development orientation;

c) Types of shares and total amount of each type;

d) Election, dismissal, discharge from duty of members of the Board of Directors and the Control Board;

dd) Decision to make investments or sell assets of which the values are equal to or higher than 35% of the total asset value written in the latest financial statement of the company, or a smaller rate prescribed by the company’s charter;

e) Ratify annual financial statements;

g) Restructuring or dissolution of the company.

Article 144. Conditions for a Resolution to be ratified

1. A Resolution on one of the following issues shall be ratified when it is approved by a number of shareholders that represents at least 65% of votes of attending shareholders; the specific ratio shall be prescribed by the company’s charter:

a) Types of shares and total amount of each type;

b) Changes of business lines;

c) Change of the company’s organizational structure;

d) Project of investment or sale assets of which the values are equal to or higher than 35% of the total asset value written in the latest financial statement of the company, or a smaller rate prescribed by the company’s charter;

dd) Restructuring or dissolution of the company;

e) Other cases defined by the company’s charter.

accounting-services-in-vietnam12. Other Resolutions shall be ratified when they are approved by a number of shareholders that represents at least 51% of votes of attending shareholders, except for the cases in Clause 1 and Clause 3 of this Article; the specific ratio shall be prescribed by the company’s charter.

3. Unless otherwise prescribed by the company’s charter, Members of the Board of Directors and the Control Board shall be elected by cumulative voting.

Accordingly, each shareholder shall have a number of votes that is proportional to his/her shares multiplied by (x) the number of members of the Board of Directors or the Control Board.

The shareholder may cast part of or all of his/her votes for one or some candidates. Elected Members of the Board of Directors or Controllers shall be determined by the number of votes they receive in descending order, starting from the candidates that receive the most votes until the number of members are sufficient according to the company’s charter.

If there are 02 or more candidates that receive the same votes for the last position of the Board of Directors or the Control Board, they shall be voted again or selected according to the voting criteria or the company’s charter.

4. In case of absentee voting, a Resolution shall be ratified if it is approved by a number of shareholders that represents at least 51% of votes; the specific ratio shall be prescribed by the company’s charter.

5. Resolutions of the General Meeting of Shareholders shall be notified to all shareholders who are entitled to attend the General Meeting of Shareholders within 15 days from the ratification date. If the company has a website, such Resolutions may be posted on the website instead of being sent to shareholders.