VinaCapital Vietnam Opportunity Fund Limited
(the "Company" or "VOF")
LEI Number: 2138007UD8FBBVAX9469
Results of AGM - 6 December 2023
The Directors of the Company are pleased to announce the results of voting at the annual general meeting of the Company held at 11:00 AM (UK Time) on 6 December 2023 at the offices of Aztec Group, East Wing, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3PP (the "AGM").
A summary of the results is provided below.
All resolutions proposed at the AGM were passed with the exception of Resolution 14 which was not passed.
Voting was conducted by a show of hands and inclusive of votes received by the Company by way of proxy, either by post, web voting or via CREST, by no later than 11:00 AM (UK Time) on 4 December 2023.
Total votes of 76,397,511 were cast at the AGM, representing 48.64% of the total issued share capital of the Company as at 6 December 2023 (immediately prior to convening the AGM).
The text of the resolutions is paraphrased, the full text of each resolution is available in the notice and agenda of the AGM.
| # | Resolution | Type | In Favour | Against | Votes Withheld | ||
| | | | Votes | %age | Votes | %age | |
| 1. | To adopt the annual report and financial statements of the Company for the year ended 30 June 2023.
| Ordinary Resolution | 76,330,457 | 99.99% | 8,108 | 0.01% | 58,946 |
| 2. | To adopt the Directors' Remuneration Implementation Report.
| Ordinary Resolution | 76,270,074 | 99.93% | 55,345 | 0.07% | 72,092 |
| 3. | To re-appoint PriceWaterhouseCoopers CI LLP as Auditor of the Company until conclusion of the next annual general meeting.
| Ordinary Resolution | 76,300,326 | 99.96% | 31,020 | 0.04% | 66,165 |
| 4. | To authorise the Board of Directors to determine the Auditor's remuneration.
| Ordinary Resolution | 76,324,157 | 99.98% | 13,104 | 0.02% | 60,250 |
| 5. | To re-elect Huw Evans following his retirement as a Director of the Company.
| Ordinary Resolution | 69,087,085 | 90.51% | 7,247,004 | 9.49% | 63,422 |
| 6. | To re-elect Peter Hames following his retirement as a Director of the Company.
| Ordinary Resolution | 72,524,378 | 95.02% | 3,803,776 | 4.98% | 69,347 |
| 7. | To re-elect Julian Healy following his retirement as a Director of the Company.
| Ordinary Resolution | 72,540,223 | 95.03% | 3,792,880 | 4.97% | 64,408 |
| 8. | To re-elect Kathryn Matthews following her retirement as a Director of the Company.
| Ordinary Resolution | 72,540,988 | 95.03% | 3,796,080 | 4.97% | 60,443 |
| 9. | To re-elect Hai Trinh following his retirement as a Director of the Company.
| Ordinary Resolution | 72,540,509 | 95.03% | 3,795,319 | 4.97% | 61,683 |
| 10. | To receive and approve the Company's dividend policy as contained within its annual report and financial statements of the Company for the year ended 30 June 2023.
| Ordinary Resolution | 76,332,418 | 99.99% | 8,811 | 0.01% | 56,282 |
| 11. | That the Company be authorised in accordance with section 315 of the Companies Law to make market acquisitions of its ordinary shares.
| Ordinary Resolution
| 75,572,584 | 98.99% | 769,719 | 1.01% | 55,208 |
| 12. | That the Directors be authorised to issue ordinary shares up to a maximum of 10% of the issued ordinary share capital of the Company.
| Ordinary Resolution | 76,294,485 | 99.96% | 32,852 | 0.04% | 70,174 |
| 13. | That the pre-emption rights granted to shareholders shall not apply in respect of the issue of up to 10% of the issued ordinary share capital of the Company.
| Extraordinary Resolution | 76,264,679 | 99.92% | 61,295 | 0.08% | 71,537 |
| 14. | That the Company ceases to continue as currently constituted | Special Resolution | 22,217,886 | 29.11% | 54,106,314 | 70.89% | 68,360 |
The Company's second largest shareholder, representing approximately 23% of the votes cast at the AGM (11% of the total issued share capital), voted for Resolution 14, the discontinuation of the Company. The Chairman had met representatives of the shareholder prior to the AGM who indicated that they would support continuation of the Company if the Board introduced a Performance Conditional Tender Mechanism ("PCTM"). The Chairman presented the Board's arguments why a PCTM would not be in the Company's or the other shareholders' interests but the shareholder was not persuaded and has voted contrary to the Board's recommendation. In accordance with the AIC Code of Corporate Governance, the Board will now reflect further and will report back to all shareholders at the time of the publication of the interim results in March 2024.
A copy of this announcement will be available on the Company's website at https://vinacapital.com/investment-solutions/offshore-funds/vof/corporate-literature/ and, in accordance with Listing Rules, the full text of the special resolutions passed at the AGM has been submitted to the National Storage Mechanism.
Further information is available on the Company's website at: https://vinacapital.com/investment-solutions/offshore-funds/vof/overview/
Enquiries:
| Joel Weiden | |
| Investment Manager - Investor Relations and Communications VinaCapital Investment Management Limited | |
| T: +84 28 3821 9930 | |
| E: joel.weiden@vinacapital.com | |
| | |
| Magdala Mullegadoo | |
| Company Secretary / Administrator Aztec Financial Services (Guernsey) Limited | |
| T: +44 1481 748 814 | |
| E: vinacapital@aztecgroup.co.uk | |
| | |
1. References to VOF or the Company in this announcement shall mean VinaCapital Vietnam Opportunity Fund Limited, a non-cellular company incorporated in the Bailiwick of Guernsey under The Companies (Guernsey) Law, 2008, with registered number 61765. It is authorised by the Guernsey Financial Services Commission (reference number 2268242) as a registered closed-ended investment scheme under The Protection of Investors (Bailiwick of Guernsey) Law, 1987 and in compliance with the Registered Collective Investment Scheme Rules, as amended.
2. The registered office address of the Company is East Wing, Trafalgar Court, Les Banques, St Peter Port, Guernsey, Channel Islands, GY1 3PP.
3. This announcement may contain inside information as stipulated under the Market Abuse Regulations.
4. The total voting rights of the Company immediately prior to convening the AGM were 157,078,880.
5. Pursuant the Companies (Guernsey) Law, 2008, resolutions of the members are passed on a show of hands if passed by members who vote in person and by persons who vote as duly appointed proxies of members entitled to vote. Accordingly, this means that resolutions are passed by the requisite majority of votes cast at the AGM, not as a majority of the total voting rights.
6. A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes "for" and "against" a particular resolution.
7. Ordinary resolutions are passed if more than 50% of votes are cast in favour of the resolution.
8. Special resolutions are passed if more than 75% of votes are cast in favour of the resolution.
9. Pursuant to the articles of the Company, an Extraordinary resolution is passed if more than 75% of votes are cast in favour of the resolution.
10. Total percentages voted may not add to 100% in all cases due to rounding.
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