Minutes of meetings of the Board of members

Article 61. Minutes of meetings of the Board of members

bookkeeping-vinasc31. Meetings of the Board of members must be recorded in writing, audio recordings, or other electronic media of recordings.

2. The minutes of the meeting must be completed and ratified right before the end of the meeting. The minutes must have the following content:

a) Time, location, purposes, agenda of the meeting;

b) Full names, proportions of stakes, numbers and issuance dates of certificates of capital contribution of members or authorized representatives of members that attend the meeting; Full names, proportions of stakes, numbers and issuance dates of certificates of capital contribution of members or authorized representatives of members that do not attend the meetings;

c) The issues discussed and voted; summary opinions of members about each issue;

d) Total number of valid votes, invalid votes, affirmative votes, and negative votes for each issue.

dd) The decisions ratified;

e) Full names and signatures of the minutes maker and the chair of the meeting.

3. The minutes maker and the chair of the meeting are jointly responsible for the accuracy and truthfulness of the meeting minutes.

Article 62. Procedures for ratifying Resolutions of the Board of members by absentee voting

Unless otherwise prescribed by the company’s charter, the procedures for absentee voting to ratify a Resolution shall be as follows:

1. The Chairperson of the Board of members decides to collect absentee ballots from members of the Board of members to cast to ratify the issues within its competence;

2. The Chairperson of the Board of members shall organize the drafting, sending of reports on the issues that need deciding, the Draft Resolution, and absentee ballots to members of the Board of members;

3. The absentee ballot shall contain:

a) Name, enterprise ID number, headquarter address;

b) The full name, address, Nationality, ID/passport number, stake holding of the member;

c) The issues and responses in the following order: in favour, against, and abstentions;

d) Deadline for submitting the absentee ballot;

dd) Full name and signature of the Chairperson of the Board of members.

bookkeeping-vinasc1An absentee ballot that contains sufficient information, bears the signature of the member, and is sent to the company by the deadline is considered valid;

4. The Chairperson of the Board of members shall organize the vote counting, make a vote counting report, notify the result and the ratified decisions to members within 07 working days from the deadline for submitting the enquiry form. The report on vote counting result is as valuable as the minutes of meeting of the Board of members and must contain the following information:

a) Purposes and the issue of the absentee voting;

b) Full names, proportions of stakes, numbers and issuance dates of certificates of capital contribution of members or authorized representatives that submit valid absentee ballots; Full names, proportions of stakes, numbers and issuance dates of certificates of capital contribution of members or authorized representatives that do not submit absentee ballots or that submit invalid absentee ballots;

c) The issues that need voting; summary opinions of members about each issue (if any);

d) Total number of valid absentee ballots, invalid absentee ballots, unsubmitted absentee ballots; total number of valid forms with assenting opinions, those with dissenting opinions with regard to each issue;

dd) The decisions ratified and the corresponding ratio of votes;

e) Full name and signature of the counter and the Chairperson of the Board of members. The counter and the Chairperson of the Board of members are jointly responsible for the accuracy and truthfulness of the report on vote counting result.