RESOLUTION THE 2011 ANNUAL GENERAL SHAREHOLDERS MEETING FPT CORPORATION
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18/04/2011
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To: Fpt Corporation Shareholders,
The 2011 Annual General Shareholders Meeting of FPT Corporation was held at HorisonHotel, Hanoi on 15th April 2011 with 204 shareholders and assignees to attend, representing 142,602,155 shares equivalent to 73.74% of total voting - right shares, who discussed and ratified the following issues:
1. Ratify Audited 2010 Financial report, Board of Directors’ Report, Supervisory Board’s Report
Percentage of voting:
- Number of invalid votes: 641.715 shares, representing 0.4500% of the total vote.
- Number of valid votes: 141,960,440 shares, representing 99.5499% of the total number of votes, including:
• Advocacy: 131,477,328 shares, representing 92.1986% of the vote;
• Do not agree: 2,918,636 shares, representing 2.0466% of the vote;
• No comments: 7,564,476 shares, representing 5.3046% of the total vote.
2. Ratify the plan for 2010 profit distribution
Based on the audited business results in 2010, the BOD proposes the payment of cash dividends total for the year 2010 is 15% (1,500 VND per share), including:
- Paid advanced dividends: 10 % per par value (1,000 VND per share)
- The rest dividend to pay: 5% per par value (500 VND per share)
- Time: in Quarter 2/2011.
- Authorize Director Board to decide details and implement.
For the rest profits, BOD proposes to retain to ensure the capital for Company development, investment and business activities in the coming years.
Percentage of voting:
- Number of invalid votes: 837.661 shares, representing 0.5874% of the total vote.
- Number of valid votes: 141,764,494 shares, representing 99.4125% of the total number of votes, including:
• Advocacy: 118,400,867 shares, representing 83.0288% of the vote;
• Do not agree: 16,581,209 shares, representing 11.6276% of the vote;
• No comments: 6,782,418 shares, representing 4.7561% of the total vote.
3. Ratify the plan for cash dividend payment in 2011
- The rate of cash dividend payment in 2011: not less than 1,500 VND per share (15 percent per par value).
- Board of Directors based on actual business results to decide the interim dividend at the appropriate time of year as well as other related issues, ensuring to not affect on the business activities of company. Total interim dividend does not exceed 1,500 VND per share as above.
- The rate of dividend in cash of the 2011 will be decided by 2012 Annual General Shareholders Meeting.
Percentage of voting:
- Number of invalid votes: 4,264,577 shares, representing 2.9905% of the total vote.
- Number of valid votes: 138,337,578 shares, representing 97.0094% of the total number of votes, including:
• Advocacy: 118,400,867 shares, representing 83.0288% of the vote;
• Do not agree: 16,581,209 shares, representing 11.6276% of the vote;
• No comments: 6,782,418 shares, representing 4.7561% of the total vote.
4. Ratify ordinary shares issuance plan for employees with notable achievements in 2010
- Issue ordinary shares at par value for FPT employees having notable achievements in 2010 with total number of shares not exceeding 1,3% of chartered capital on issuance date. These additional ordinary shares will be listed right after the issuance.
- Authorize Director Board to decide details and implement.
- Issuance date: In 2011.
Percentage of voting:
- Number of invalid votes: 188.887 shares, representing 0.1324% of the total vote.
- Number of valid votes: 142,413,268 shares, representing 99.8675% of the total number of votes, including:
• Advocacy: 123,217,631 shares, representing 86.4065% of the vote;
• Do not agree: 6,128,986 shares, representing 4.2979% of the vote;
• No comments: 13,066,651 shares, representing 9.1630% of the total vote.
5. Ratify the proposal on restructuring FPT Information Systems (FPT IS) and issuing FPT shares for FPT IS’s shareholders to implement restructuring.
Percentage of voting:
- Number of invalid votes: 473.771 shares, representing 0.3322% of the total vote.
- The number of votes excluded (the shareholders having related interests in accordance with the Enterprise Law and the current provisions are not included in the voting results): 5,591,744 votes
- Number of valid votes: 137,781,723 shares, representing 99.6677% of the total number of votes, including:
• Advocacy: 111,910,902 shares, representing 81.2233% of the vote;
• Do not agree: 23,471,947 shares, representing 17.0356% of the vote;
• No comments: 1,153,791 shares, representing 0.8374% of the total vote.
6. Ratify the proposal on restructuring FPT Trading and issuing FPT shares for FPT Trading’s shareholders to implement restructuring.
Percentage of voting:
- Number of invalid votes : 443.932 shares , representing 0.3113 % of the total vote .
-The number of votes excluded (the shareholders having related interests in accordance with the Enterprise Law and the current provisions are not included in the voting results): 2,043,154 votes
- Number of valid votes : 141,330,313 shares , representing 99.6886 % of the total number of votes , including :
• Advocacy : 115,509,197 shares , representing 81.7299 % of the vote ;
• Do not agree : 23,471,947 shares , representing 16.6078 % of the vote ;
• No comments : 1,133,925 shares , representing 0.8023 % of the total vote .
7. Ratify the proposal on restructuring FPT Software and issuing FPT shares for FPT Software’s shareholders to implement restructuring.
Percentage of voting:
- Number of invalid votes : 227.159 shares , representing 0.1592 % of the total vote .
-The number of votes excluded (the shareholders having related interests in accordance with the Enterprise Law and the current provisions are not included in the voting results): 14,898,229 shares
- Number of valid votes : 128,475,238 shares , representing 99.8407 % of the total number of votes , including :
• Advocacy : 102,571,211 shares , representing 79.8373 % of the vote ;
• Do not agree : 23,527,550 shares , representing 18.3129 % of the vote ;
• No comments : 1,378,006 shares , representing 1.0725 % of the total vote .
8. Ratify the Amendment of Charter of FPT Corporation
-Amend the Article 11, 17, 24, 36 relating to rights of shareholders when nominating candidates for Board of Directors, Supervisory Board stipulated in the Model Charter applicable to companies.
-Amend the Article 5: Preferred shares are allowed to be listed in accordance with current law.
Percentage of voting:
- Number of invalid votes : 188.287 shares , representing 0.1320 % of the total vote .
- Number of valid votes : 142,413,868 shares , representing 99.8679 % of the total number of votes , including :
• Advocacy : 131,968,604 shares , representing 92.5432 % of the vote ;
• Do not agree : 3,621,002 shares , representing 2.5392 % of the vote ;
• No comments : 6,824,262 shares , representing 4.7855 % of the total vote .
9. Ratify the 2011 remuneration budget of VND 5.4 billion for Board of Directors; plan, operation budget and remuneration of VND 388.2 million for Supervisory Board.
Percentage of voting:
- Number of invalid votes : 200.622 shares , representing 0.1406 % of the total vote .
- Number of valid votes : 142,401,533 shares , representing 99.8593 % of the total number of votes , including :
• Advocacy : 128,385,548 shares , representing 90.0305 % of the vote ;
• Do not agree : 4,394,355 shares , representing 3.0815 % of the vote ;
• No comments : 9,621,630 shares , representing 6.7471 % of the total vote .
The Resolution was ratified by the 2011 Annual General Shareholders Meeting of FPT Corporation. Board of Directors bases on the Resolution to implement.
Sincerely,
Fpt Corporation
The 2011 Annual General Shareholders Meeting of FPT Corporation was held at HorisonHotel, Hanoi on 15th April 2011 with 204 shareholders and assignees to attend, representing 142,602,155 shares equivalent to 73.74% of total voting - right shares, who discussed and ratified the following issues:
1. Ratify Audited 2010 Financial report, Board of Directors’ Report, Supervisory Board’s Report
Percentage of voting:
- Number of invalid votes: 641.715 shares, representing 0.4500% of the total vote.
- Number of valid votes: 141,960,440 shares, representing 99.5499% of the total number of votes, including:
• Advocacy: 131,477,328 shares, representing 92.1986% of the vote;
• Do not agree: 2,918,636 shares, representing 2.0466% of the vote;
• No comments: 7,564,476 shares, representing 5.3046% of the total vote.
2. Ratify the plan for 2010 profit distribution
Based on the audited business results in 2010, the BOD proposes the payment of cash dividends total for the year 2010 is 15% (1,500 VND per share), including:
- Paid advanced dividends: 10 % per par value (1,000 VND per share)
- The rest dividend to pay: 5% per par value (500 VND per share)
- Time: in Quarter 2/2011.
- Authorize Director Board to decide details and implement.
For the rest profits, BOD proposes to retain to ensure the capital for Company development, investment and business activities in the coming years.
Percentage of voting:
- Number of invalid votes: 837.661 shares, representing 0.5874% of the total vote.
- Number of valid votes: 141,764,494 shares, representing 99.4125% of the total number of votes, including:
• Advocacy: 118,400,867 shares, representing 83.0288% of the vote;
• Do not agree: 16,581,209 shares, representing 11.6276% of the vote;
• No comments: 6,782,418 shares, representing 4.7561% of the total vote.
3. Ratify the plan for cash dividend payment in 2011
- The rate of cash dividend payment in 2011: not less than 1,500 VND per share (15 percent per par value).
- Board of Directors based on actual business results to decide the interim dividend at the appropriate time of year as well as other related issues, ensuring to not affect on the business activities of company. Total interim dividend does not exceed 1,500 VND per share as above.
- The rate of dividend in cash of the 2011 will be decided by 2012 Annual General Shareholders Meeting.
Percentage of voting:
- Number of invalid votes: 4,264,577 shares, representing 2.9905% of the total vote.
- Number of valid votes: 138,337,578 shares, representing 97.0094% of the total number of votes, including:
• Advocacy: 118,400,867 shares, representing 83.0288% of the vote;
• Do not agree: 16,581,209 shares, representing 11.6276% of the vote;
• No comments: 6,782,418 shares, representing 4.7561% of the total vote.
4. Ratify ordinary shares issuance plan for employees with notable achievements in 2010
- Issue ordinary shares at par value for FPT employees having notable achievements in 2010 with total number of shares not exceeding 1,3% of chartered capital on issuance date. These additional ordinary shares will be listed right after the issuance.
- Authorize Director Board to decide details and implement.
- Issuance date: In 2011.
Percentage of voting:
- Number of invalid votes: 188.887 shares, representing 0.1324% of the total vote.
- Number of valid votes: 142,413,268 shares, representing 99.8675% of the total number of votes, including:
• Advocacy: 123,217,631 shares, representing 86.4065% of the vote;
• Do not agree: 6,128,986 shares, representing 4.2979% of the vote;
• No comments: 13,066,651 shares, representing 9.1630% of the total vote.
5. Ratify the proposal on restructuring FPT Information Systems (FPT IS) and issuing FPT shares for FPT IS’s shareholders to implement restructuring.
Percentage of voting:
- Number of invalid votes: 473.771 shares, representing 0.3322% of the total vote.
- The number of votes excluded (the shareholders having related interests in accordance with the Enterprise Law and the current provisions are not included in the voting results): 5,591,744 votes
- Number of valid votes: 137,781,723 shares, representing 99.6677% of the total number of votes, including:
• Advocacy: 111,910,902 shares, representing 81.2233% of the vote;
• Do not agree: 23,471,947 shares, representing 17.0356% of the vote;
• No comments: 1,153,791 shares, representing 0.8374% of the total vote.
6. Ratify the proposal on restructuring FPT Trading and issuing FPT shares for FPT Trading’s shareholders to implement restructuring.
Percentage of voting:
- Number of invalid votes : 443.932 shares , representing 0.3113 % of the total vote .
-The number of votes excluded (the shareholders having related interests in accordance with the Enterprise Law and the current provisions are not included in the voting results): 2,043,154 votes
- Number of valid votes : 141,330,313 shares , representing 99.6886 % of the total number of votes , including :
• Advocacy : 115,509,197 shares , representing 81.7299 % of the vote ;
• Do not agree : 23,471,947 shares , representing 16.6078 % of the vote ;
• No comments : 1,133,925 shares , representing 0.8023 % of the total vote .
7. Ratify the proposal on restructuring FPT Software and issuing FPT shares for FPT Software’s shareholders to implement restructuring.
Percentage of voting:
- Number of invalid votes : 227.159 shares , representing 0.1592 % of the total vote .
-The number of votes excluded (the shareholders having related interests in accordance with the Enterprise Law and the current provisions are not included in the voting results): 14,898,229 shares
- Number of valid votes : 128,475,238 shares , representing 99.8407 % of the total number of votes , including :
• Advocacy : 102,571,211 shares , representing 79.8373 % of the vote ;
• Do not agree : 23,527,550 shares , representing 18.3129 % of the vote ;
• No comments : 1,378,006 shares , representing 1.0725 % of the total vote .
8. Ratify the Amendment of Charter of FPT Corporation
-Amend the Article 11, 17, 24, 36 relating to rights of shareholders when nominating candidates for Board of Directors, Supervisory Board stipulated in the Model Charter applicable to companies.
-Amend the Article 5: Preferred shares are allowed to be listed in accordance with current law.
Percentage of voting:
- Number of invalid votes : 188.287 shares , representing 0.1320 % of the total vote .
- Number of valid votes : 142,413,868 shares , representing 99.8679 % of the total number of votes , including :
• Advocacy : 131,968,604 shares , representing 92.5432 % of the vote ;
• Do not agree : 3,621,002 shares , representing 2.5392 % of the vote ;
• No comments : 6,824,262 shares , representing 4.7855 % of the total vote .
9. Ratify the 2011 remuneration budget of VND 5.4 billion for Board of Directors; plan, operation budget and remuneration of VND 388.2 million for Supervisory Board.
Percentage of voting:
- Number of invalid votes : 200.622 shares , representing 0.1406 % of the total vote .
- Number of valid votes : 142,401,533 shares , representing 99.8593 % of the total number of votes , including :
• Advocacy : 128,385,548 shares , representing 90.0305 % of the vote ;
• Do not agree : 4,394,355 shares , representing 3.0815 % of the vote ;
• No comments : 9,621,630 shares , representing 6.7471 % of the total vote .
The Resolution was ratified by the 2011 Annual General Shareholders Meeting of FPT Corporation. Board of Directors bases on the Resolution to implement.
Sincerely,
Fpt Corporation
