Luat Viet

:: Question :: The joint stock company of that we are the shareholders had taken place on the extraordinary meeting of the General Meeting of Shareholders (the “GMS”) on October 06, 2009. However, before the meeting was held, the website of our Company had post the Regulation on organizing the GMS. Accordingly, the Regulation was approved at the meeting of the Board of Management on September 27, 2009, and it would come into effect from October 6, 2009, at the GMS. However, in the GMS dated October 6, 2009, the organization Board did not raise the Regulation to the GMS for us to approve it. Please kindly advice whether the action of the Organization Board of this meeting is illegal or not? What could the shareholders do in this case ?

However, the Regulations on organizing of the GMS must be in accordance with the Charter of the Company and the 2005 Law on Enterprises. In case of the shareholder does not agree to the content of the Regulations on organizing the GMS or the shareholder reckons that this Regulation is not in accordance with the Charter of the Company and the 2005 Law on Enterprises, the shareholder or the group of shareholders have the right to complain to the Board of Management of the Shareholding company for the Board of Management to reconsider its decision. Otherwise, a shareholder or a group of shareholders holding more than ten (10) per cent of the total ordinary shares for a consecutive period of six months or more, or holding a smaller percentage as stipulated in the Charter of the Company, shall have the right to request the convening of the extraordinary meeting of the GMS in order to resolve this problem (Clause 2 Article 79 of the 2005 Law on Enterprises). Moreover, the shareholder can wait until the next GMS to recommend his/her opinions in writing. This recommendation must be sent to the Company no later than three working days prior to the date of opening of the GMS, unless the Charter of the Company stipulates another time-limit (Clause 2 Article 99 of the Law on Enterprises of 2005).

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