RESOLUTION THE 2012 ANNUAL GENERAL SHAREHOLDERS MEETING FPT CORPORATION
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16/04/2012
FPT CORPORATION ------------------------- | SOCIAL REPUBLIC OF VIETNAM Independence – Freedom - Happiness --------------------- |
Hanoi, 14th April 2012
RESOLUTION
THE 2012 ANNUAL GENERAL SHAREHOLDERS MEETING FPT CORPORATION
Persuant to:
- Enterprise Law No. 60/2005/QH11 dated 29/11/2005;
- FPT Corporation’s Charter approved by General Shareholders Meeting on 14th April 2011;
- Voting Report of 2012 Annual General Shareholders Meeting dated 14 April 2012;
The 2012 Annual General Shareholders Meeting of FPT Corporation was held at Horison
Hotel, Hanoi on 14th April 2012 with 175 shareholders and assignees to attend, representing 166.616.295 shares equivalent to 77,13% of total voting - right shares, who discussed and ratified the following issues:
1. Ratify the 2011 Audited Financial Report, Board of Directors’ Report, 2011 Supervisory Board’s Report.
2. Ratify the plan for 2011 profit distribution.
2.1. Cash dividend payment
Based on the audited business results in 2011, the BOD proposes the payment of cash dividends total for the year 2011 is 20% (2,000 VND per share), including :
Paid advanced dividends: 10 % per par value (1,000 VND per share)
The rest dividend to pay: 10 % per par value (1,000 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.
2.2. Share Dividend payment:
Share dividend payment from retain earnings at 25% (04 current shares get 01 new share). Newly issued shares will be listed right after issuance.
Time to pay share dividend and increase charter capital: in Q2/2012.
Authorize Director Board to decide details and implement share dividend payment, including fractions of shares treatment.
3. Ratify the plan for cash dividend payment in 2012.
The rate of cash dividend payment in 2012: not less than 1,500 VND/share (15% percent per par value) and not exceed 3,000 VND/share (30% 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 3,000 VND/share.
The rate of dividend in cash of the 2012 will be decided by 2013 Annual General Shareholders Meeting.
4. Ratify the ordinary shares issuance plan for employees with notable achievement in 2011.
Issue ordinary shares at par value for FPT employees having notable achievements in 2011 with total number of shares not exceeding 1% of chartered capital on issuance date. These additional ordinary shares will be listed right after the issuance
Issue preference shares Type 1 (regulated at Article 5, Company Charter) at par value for FPT employees having notable achievements in 2011 with total number of shares not exceeding 0.4% chartered capital on issuance date.
Authorize Director Board to decide details and implement.
Issuance date: In 2012.
5. Ratify the amendment of Charter of FPT Corporation.
Amend the Article 21: Add detail regulation about ratified voting percentage in case of asking shareholders’ voting by document:
“The Decision is ratified via asking shareholders’ voting by document if there are shareholders representing for at least 75% of total voting shares agree”
6. Ratify the 2012 remuneration budget of VND5.4 billion for Board of Directors; The 2012 plan, operation and remuneration budget of VND388.2 million for Supervisory Board.
7. Ratify the voting result for Board of Directors term 2012 – 2017 with 07 members and Supervisory Board term 2012 – 2017 with 03 members, encompass:
7.1 Board of Directors term 2012 - 2017:
Mr. Truong Gia Binh
Mr. Truong Dinh Anh
Mr. Bui Quang Ngoc
Mr. Do Cao Bao
Mr. Le Song Lai
Ms. Le Nu Thuy Duong
Mr. Jean Charles Belliol
7.2 Supervisory Board term 2012 – 2017:
Mr. Nguyen Viet Thang
Mr. Nguyen Khai Hoan
Mr. Cao Duy Ha
The Resolution was ratified by the 2011 Annual General Shareholders Meeting of FPT
Corporation. Board of Directors bases on the Resolution to implement.
ON BEHALF OF SECRETARY LAI THI HUONG HUYEN | CHAIRMAN TRUONG GIA BINH |