Procedures for conducting meetings and voting at the General Meeting of Shareholders in Vietnam

Procedures for conducting meetings and voting at the General Meeting of Shareholders in Vietnam (Internet image) 

Procedures for conducting meetings and voting at the General Meeting of Shareholders in Vietnam

Pursuant to Article 146 of the Law on Enterprises 2020, unless otherwise prescribed by the company's charter, the following meeting and voting protocol shall be followed:

(1) The shareholders that participate in the GMS shall be registered before the meeting is declared open;

(2) Election of the chair, secretary and election board:

- The President of the Board of Directors shall assume the role or the chair or authorize a member of Board of Directors to chair the GMS if it is convened by the Board of Directors. In case the chair is not present or is temporarily unable to work, the remaining members of the Board of Directors shall elect one of them as the chair under the majority rule. In case a chair cannot be elected, the chief of the Board of Controllers shall preside over the election of the GMS chair, in which case the person that receives the most votes will be the chair;

- Except for the cases specified in Point a of this Clause, the person that signs the decision to convene the GMS shall preside over the election of the chair by the GMS, in which case the person that receives the most votes will be the chair;

- The chair shall designate one or some persons as the secretary(ies) of the GMS;

- The GMS shall elect one or some people as the election board as requested by the chair;

(3) The meeting agenda shall be ratified by the GMS during the opening session. The agenda shall specify the duration of each issue therein;

(4) The chair is entitled to implement necessary and reasonable measures to maintain order during the meeting and adhere to the ratified agenda and serve the majority of the participants;

(5) The GMS shall discuss and vote on each issue on the agenda. Votes include affirmative votes, negative votes and abstentions. The voting result shall be announced by the chair before the meeting ends unless otherwise prescribed by the company's charter;

(6) Shareholders and authorized participants that arrive at the meeting after it is declared open will be registered and has the right to vote after registration. In this case, previous voting result shall remain unchanged;

(7) The person who convenes or chair the GMS has the rights to:

- Request all participants to facilitate inspection and other lawful and reasonable security measures;

- Request a competent authority to maintain order during the meeting; expel those who do not comply with the chair’s instructions, deliberately disrupt order, obstruct the meeting progress or disobey security requirements;

(8) The chair is entitled to postpone the GMS that has a sufficient number of participants for up to 03 working days from the initial opening day or change the meeting location in the following cases:

- The current meeting location does not have enough seats for all participants;

- Communication devices at the current meeting location are not adequate for all participant to discuss and vote;

- One or some participants disrupt the meeting and thus threaten the fairness and legality of the meeting;

(9) In case the chair postpones or suspends the GMS against Clause (8), the GMS shall elect another participant to chair the meeting until the end; all resolutions ratified at the meeting shall be effective.

Mai Thanh Loi

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