REG - VinaCapital Vietnam - Result of AGM

VinaCapital Vietnam Opportunity FundAnnouncement

06/12/2023 15:15

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20231206:nRSF9191Va&default-theme=true

RNS Number : 9191V  VinaCapital Vietnam Opportunity Fd.  06 December 2023

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       Ordinary Resolution       76,330,457  99.99%  8,108       0.01%   58,946
         year ended 30 June 2023.

 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      Ordinary Resolution       76,300,326  99.96%  31,020      0.04%   66,165
         conclusion of the next annual general meeting.

 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           Ordinary Resolution       72,540,223  95.03%  3,792,880   4.97%   64,408
         Company.

 8.      To re-elect Kathryn Matthews following her retirement as a Director of the       Ordinary Resolution       72,540,988  95.03%  3,796,080   4.97%   60,443
         Company.

 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     Ordinary Resolution       76,332,418  99.99%  8,811       0.01%   56,282
         annual report and financial statements of the Company for the year ended 30
         June 2023.

 11.     That the Company be authorised in accordance with section 315 of the Companies   Ordinary Resolution       75,572,584  98.99%  769,719     1.01%   55,208
         Law to make market acquisitions of its ordinary shares.

 12.     That the Directors be authorised to issue ordinary shares up to a maximum of     Ordinary Resolution       76,294,485  99.96%  32,852      0.04%   70,174
         10% of the issued ordinary share capital of the Company.

 13.     That the pre-emption rights granted to shareholders shall not apply in respect   Extraordinary Resolution  76,264,679  99.92%  61,295      0.08%   71,537
         of the issue of up to 10% of the issued ordinary share capital of the Company.

 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/
(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/
(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.

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  RAGNKABKPBDDPBK