On what basis is the election of the Vote Counting Committee carried out by the General Meeting of Shareholders according to the provisions of law?

The election of the Vote Counting Committee is carried out by the General Meeting of Shareholders on what basis according to regulations?

Pursuant to Article 146 of the Law on Enterprises 2020 on the procedures for conducting meetings and voting at the General Meeting of Shareholders

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

In cases where the company charter does not provide otherwise, the meeting and voting procedures at the General Meeting of Shareholders shall be conducted as follows:

1. Before opening the meeting, shareholders must be registered to attend the General Meeting of Shareholders;

2. The election of the chairman, secretary and vote counting committee is prescribed as follows:

a) The Chairman of the Board of Directors shall chair or authorize another member of the Board of Directors to chair the General Meeting of Shareholders convened by the Board of Directors; In case the Chairman is absent or temporarily unable to work, the remaining members of the Board of Directors shall elect one of them to chair the meeting according to the principle of majority; In case the chairperson cannot be elected, the Head of the Executive Control Board will have the General Meeting of Shareholders elect a chairperson of the meeting and the person with the highest number of votes will be the chairperson of the meeting;

b) Except for the case specified in Point a of this Clause, the person who signs to convene the General Meeting of Shareholders shall direct the General Meeting of Shareholders to elect the chairman of the meeting and the person with the highest number of votes to chair the meeting;

c) The chairman appoints one or several people to act as secretary of the meeting;

d) The General Meeting of Shareholders elects one or more people to the vote counting committee at the request of the meeting chairman;

Thus, the General Meeting of Shareholders elects one or more people to the vote counting committee at the request of the chairman of the General Meeting of Shareholders.

Is the vote counting minutes required to have all the signatures of all members of the Vote Counting Committee?

Pursuant to Clause 5, Article 149 of the 2020 Enterprise Law on the authority and procedures for collecting written opinions from shareholders to pass a resolution of the General Meeting of Shareholders:

Authority and procedures for collecting written opinions from shareholders to pass a resolution of the General Meeting of Shareholders

…

5. The Board of Directors organizes vote counting and prepares vote counting minutes under the witness and supervision of the Supervisory Board or shareholders who do not hold management positions in the company. The vote counting minutes must include the following main contents:

a) Name, head office address, business code;

b) Purpose and issues that need to be consulted to pass the resolution;

c) Number of shareholders with the total number of votes who participated in the vote, distinguishing between the number of valid votes and the number of negative votes Validity and method of sending voting ballots, accompanied by an appendix of the list of shareholders participating in the voting;

d) Total number of votes for, against and no opinion on each issue;

d) Issues that have been approved and the corresponding voting approval rate;

e) Full name, signature of the Chairman of the Board of Directors, supervisor vote counting and vote counting people.

The members of the Board of Directors, vote counting people and vote counting supervisors must be jointly responsible for the truthfulness and accuracy of vote counting records; jointly responsible for damages arising from decisions adopted due to dishonest or inaccurate vote counting;

Thus, currently, the provisions of law do not specifically stipulate whether the vote counting minutes are required to have full signatures of all members of the Vote Counting Committee or not.

However, the vote counting minutes are required to have the full name and signature of Chairman of the Board of Directors, the vote counting supervisor and the person counting the votes.

Note: Minutes of vote counting and resolutions must be sent to shareholders within 15 days from the date of completion of vote counting.

In case the company has a website, sending the vote counting minutes and resolutions can be replaced by posting it on the company’s website.

In what cases is the Board of Directors entitled to convene an extraordinary meeting of the General Meeting of Shareholders?

According to the provisions of Clause 1, Article 140 of the Law on Enterprises 2020 on convening a meeting of the General Meeting of Shareholders:

Accordingly, the Board of Directors convened the annual and extraordinary General Meeting of Shareholders. The Board of Directors convenes an extraordinary meeting of the General Meeting of Shareholders in the following cases:

– The Board of Directors deems it necessary for the benefit of the company;

– The remaining number of members of the Board of Directors and the Control Board is less than the minimum number of members as prescribed by law;

– At the request of a shareholder or group of shareholders specified in Clause 1 of this Article; 2 Article 115 of the Law on Enterprises 2020;

– At the request of the Supervisory Board;

– Other cases according to the provisions of law and the Company’s Charter.