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Result of Annual General Meeting

Released 09:00 22-Dec-2016

Result of Annual General Meeting

VinaCapital Vietnam Opportunity Fund Limited
(A Guernsey closed-ended investment company with registered number 61765)
(the “Company” or “VOF”)

RESULT of Annual General Meeting

22 December 2016


At the Annual General Meeting (the “AGM”) of the Company held on Wednesday, 21 December 2016, Ordinary Resolutions 1 to 12 and the Extraordinary Resolution as outlined below were duly passed by a show of hands.

Details of the proxy voting results are noted below and any vote withheld is not a vote in law and has not been counted in the votes for and against a resolution. 

Ordinary Resolution 1
“That the Annual Report and Financial Statements of the Company for the year ended 30 June 2016 be and are hereby received.”

(76,952,765 votes in favour, 0 votes against, 0 votes withheld)

Ordinary Resolution 2
“That the Directors’ Remuneration Policy be received and adopted.”

(76,852,765 votes in favour, 100,000 votes against, 0 votes withheld)

Ordinary Resolution 3
“That the Directors’ Remuneration Report be received and adopted.”

(76,850,765 votes in favour, 100,000 votes against, 2,000 votes withheld)

Ordinary Resolution 4
“That PricewaterhouseCoopers CI LLP be, and are re-elected as Auditor to the Company until the conclusion of the next Annual General Meeting of the Company.”

(74,197,577 votes in favour, 2,755,188 votes against, 2,000 votes withheld)

Ordinary Resolution 5
“That the Board of Directors be authorised to determine the Auditor’s remuneration.”

(74,216,842 votes in favour, 2,735,923 votes against, 2,000 votes withheld)

Ordinary Resolution 6
“To re-elect Steven Bates following his retirement in accordance with Article 20.3 of the Articles of Incorporation of the Company as a Director of the Company.”

(76,952,765 votes in favour, 0 votes against, 0 votes withheld)


Ordinary Resolution 7
“To re-elect Martin Adams following his retirement in accordance with Article 20.3 of the Articles of Incorporation of the Company as a Director of the Company.”

(76,185,982 votes in favour, 766,783 votes against, 0 votes withheld)

Ordinary Resolution 8
“To re-elect Thuy Dam following her retirement in accordance with Article 20.3 of the Articles of Incorporation of the Company as a Director of the Company.”

(76,952,765 votes in favour, 0 votes against, 0 votes withheld)

Ordinary Resolution 9
“To elect Huw Evans as a Director of the Company following his appointment on 27th May 2016 to hold office until the next Annual General Meeting.”

(76,952,765 votes in favour, 0 votes against, 0 votes withheld)

Ordinary Resolution 10
“To receive and approve the Company’s Dividend Policy as contained within the Annual Report and Financial Statements of the Company for the year ended 30 June 2016.”

(76,952,765 votes in favour, 0 votes against, 0 votes withheld)

Special Business: Ordinary Resolution 11

“That, the Company be generally and, subject as hereinafter appears, unconditionally authorised in accordance with section 315 of the Companies Law to make market acquisitions (within the meaning of section 316 of the Companies Law) of its issued Ordinary Shares, provided that:

i. The maximum number of Ordinary Shares hereby authorised to be purchased shall be that number of Ordinary Shares up to 14.99 per cent. of the Company’s issued Ordinary Shares (excluding Treasury Shares) in issue as at 21 December 2016;

ii. The minimum price which may be paid for an Ordinary Share is US$0.01;

iii. The maximum price which may be paid for an Ordinary Share will not exceed the higher of (a) 5 per cent. above the average of the middle market quotations (as derived from the Official List) for the 5 consecutive dealing days ending on the dealing day immediately preceding the date on which the purchase is made; and (b) the higher of the price quoted for the last independent trade and the highest current independent bid as stipulated by Article 3(2) of the EU Buy-back and Stabilisation Regulation (No. 1052 of 2016);

iv. Any Ordinary Shares purchased may be cancelled or held in treasury;

v. The authority hereby conferred shall expire at the conclusion of the Company’s next Annual General Meeting, or, if earlier, on 21 March 2018 (unless previously renewed, revoked or varied by the Company by ordinary resolution) save that the Company may make a contract to acquire Ordinary Shares under this authority before its expiry which will or may be executed wholly or partly after its expiration and the Company may make an acquisition of Ordinary Shares pursuant to such a contract.”

(76,950,765 votes in favour, 2,000 votes against, 0 votes withheld)

Special Business: Ordinary Resolution 12

“That the Directors of the Company be and are generally and unconditionally authorised to exercise all powers of the Company to issue Ordinary Shares up to a maximum number representing 10% of the issued ordinary share capital of the Company, such authority to expire at the conclusion of the Company’s next Annual General Meeting or, if earlier, on 21 March 2018 (save that the Company may prior to the expiry of such period make any offer or agreement which would or might require such Ordinary Shares to be issued after such expiry and the directors of the Company may issue such Ordinary Shares in pursuance of any such offer or agreement as if the authority conferred hereby had not expired).”

(76,950,765 votes in favour, 0 votes against, 2,000 votes withheld)

Special Business: Extraordinary Resolution 13

“That the pre-emption rights granted to Shareholders pursuant to Article 5.2 of the Articles of Incorporation of the Company shall not apply in respect of the issue of up to 10% of the issued ordinary share capital of the Company, such authority to expire at the conclusion of the Company’s next Annual General Meeting or, if earlier, on 21 March 2018 (save that the Company may prior to the expiry of such period make any offer or agreement which would or might require such Ordinary Shares to be issued (or sold from treasury) after such expiry and the directors of the Company may issue (or sell from treasury) such Ordinary Shares in pursuance of any such offer or agreement as if the authority conferred hereby had not expired), unless such resolution is previously revoked by the Company’s shareholders by further Extraordinary Resolution.”

(72,583,950 votes in favour, 2,295 votes against, 4,366,520 votes withheld)

Mike Gray did not put himself forward for re-election as a Director, deciding to retire after seven years on the Board.

The Board wish to take this opportunity to thank Mr Gray for his long standing, diligent and distinguished service to the Company and wish him well in the future.

Enquiries:

Website:           www.vof-fund.com

Administrator and Company Secretary
Franczeska Hanford / Martin Bourgaize
Northern Trust International Fund Administration Services (Guernsey) Limited
Tel:       +44 1481 745001
Email:   fk26@ntrs.com / meb16@ntrs.com

Investor Relations
Jonathan Viet Luu
VinaCapital Investment Management Limited
Tel:       +84 8 3821 9930
Email:   jonathan.luu@vinacapital.com

Communications
Joel Weiden
VinaCapital Investment Management Limited
Tel:       +84 8 3821 9930
Email:   joel.weiden@vinacapital.com  

Broker
David Benda / Hugh Jonathan
Numis Securities Limited
Tel:       +44 (0)20 7260 1000
Email:   funds@numis.com


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