What are regulations on convening, agenda and invitations to the GMS in public companies in Vietnam?

1. What are regulations on convening, agenda and invitations to the GMS in public companies in Vietnam?

Pursuant to the provisions of Article 18, Section VI, Appendix I issued together with Circular 116/2020/TT-BTC, convening, agenda and invitations to the GMS in a public company are as follows:

1. The Board of Directors shall convene annual and extraordinary GMS. The Board of Directors shall convene extraordinary GMS in the cases specified in Clause 3 Article 14 of this Charter.

2. The person who convenes the GMS shall perform the following tasks:

a) Compile the list of shareholders eligible to participate in and vote at the GMS. This list shall be compiled within [10 days] before the day on which the invitation to the GMS is sent [unless a shorter time limit is decided by the Company’s Charter]. The Company shall announce the compilation of this list at least 20 days before the deadline for registration;

b) Prepare the meeting agenda and contents;

c) Prepare meeting documents;

d) Draft the resolution of the GMS according to the meeting contents;

dd) Determine the meeting time and location;

e) Make an announcement and send invitations to all shareholders that are eligible to participate in the GMS;

g) Perform other tasks serving the general meeting.

3. The invitations to the GMS shall be sent to mailing addresses of all shareholders by express mail and posted on the websites of the Company, SSC and the Stock Exchange where the Company’s shares are listed or registered. The person that convenes the GMS shall send invitations to all shareholders on the list of shareholders eligible to participate in the GMS at least 21 days before the opening date of the GMS [unless a longer time limit is prescribed by the Company’s Charter] (from the day on which the invitation is validly sent). The agenda of the GMS and documents relevant to the issues to be voted on at the GMS shall be sent to the shareholders and/or posted on the Company’s website. In case these documents are not enclosed with the invitations, the invitations must contain the URL for these documents, Including:

a) The meeting agenda and documents to be used during the meeting;

b) The list of and detailed information about all candidates for members of the Board of Directors and members of the Board of Controllers (in case of election thereof);

c) Votes;

d) Draft resolution on each issue mentioned in the meeting agenda.

4. The shareholder or group of shareholders mentioned in Clause 2 Article 12 of this Charter is entitled to propose inclusion of other issues to the agenda of the GMS. The proposal must be made in writing and sent to the Company at least [03 working days] before the opening date of the GMS, [unless another time limit is prescribed by the Company’s Charter]. The proposal shall specify the shareholder’s name, quantity of each type of shares being held by the shareholder and the proposed issues.

5. The person who convenes the GMS is entitled to reject the proposal mentioned in Clause 4 of this Article in any of the following cases:

a) The proposal is sent against the regulations of Clause 4 of this Article;

b) The proposing shareholder or group of shareholders is holding less than [5%] of total ordinary shares when the proposal is made as prescribed in Clause 2 Article 12 of this Charter;

c) The proposed issue is outside the jurisdiction of the GMS;

d) Other cases prescribed by law and this Charter.

6. The person who convenes the GMS shall accept and include the proposed issues mentioned in Clause 4 of this Article to the intended meeting agenda, except in the cases specified in Clause 5 of this Article; the proposed issues shall be officially included in the meeting agenda if approved by the GMS.

2. What are conditions for opening the GMS in public companies in Vietnam?

Pursuant to the provisions of Article 19, Section VI, Appendix I issued together with Circular 116/2020/TT-BTC, the conditions for opening the GMS in a public company are as follows:

1. The GMS shall be carried out when it is participated in by a number of shareholders that represent over [50%] of the voting shares (or a specific ratio specified in the Company’s Charter].

2. In case the number of participating shareholders specified in Clause 1 of this Article is not adequate, invitations to the second meeting shall be sent within [30 days] from the intended date of the first meeting, [unless otherwise prescribed by the Company’s Charter]. The second GMS shall be opened when it is participated in by a number of shareholders that represent at least [33%] of the voting shares [or a specific ratio specified in the Company’s Charter].

3. In case the number of participating shareholders specified in Clause 2 of this Article is not adequate, invitations to the third meeting shall be sent within [20 days] from the intended date of the second meeting, [unless otherwise prescribed by the Company’s Charter]. The third GMS shall be opened regardless of the number of participating shareholders.

Best Regards!