Last checked at 
10 Dec 2018 17:46
VinaCapital Vietnam Opportunity Fund Limited
(the "Company" or "VOF")
LEI Number: 2138007UD8FBBVAX9469
Results of AGM - 10 December 2018
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 Monday, 10 December 2018 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, other than the resolution proposed in relation to the approval of the discontinuation of the Company, 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 Thursday, 6 December 2018.
The Board intend to investigate further votes cast against any resolution where the total votes cast against a resolution are in excess of 5% of votes cast at the AGM, through consultation with shareholders who voted against, and will consider feedback accordingly.
Total votes of 83,226,394 were cast at the AGM, representing 44.64% of the total issued share capital of the Company as at 10 December 2018 (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 | Votes For | Votes Against | Votes Withheld |
1. | To adopt the annual report and financial statements of the Company for the year ended 30 June 2018.
| Ordinary Resolution | 99.99% | 0.00% | 0.01% |
2. | To adopt the Director's Remuneration Report.
| Ordinary Resolution | 99.97% | 0.01% | 0.01% |
3. | To re-elect PricewaterhouseCooper CI LLP as Auditor of the Company until conclusion of the next annual general meeting.
| Ordinary Resolution | 99.97% | 0.02% | 0.01% |
4. | To authorise the Board of Directors to determine the Auditor's remuneration.
| Ordinary Resolution | 99.99% | 0.00% | 0.01% |
5. | To re-elect Steven Bates following his retirement as a Director of the Company.
| Ordinary Resolution | 91.37% | 8.62% | 0.01% |
6. | To re-elect Thuy Dam following her retirement as a Director of the Company.
| Ordinary Resolution | 99.98% | 0.01% | 0.01% |
7. | To re-elect Huw Evans following his retirement as a Director of the Company.
| Ordinary Resolution | 99.98% | 0.01% | 0.01% |
8. | To re-elect Julian Healy following his appointment as a Director of the Company.
| Ordinary Resolution | 99.98% | 0.01% | 0.02% |
9. | 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 2018.
| Ordinary Resolution | 99.99% | 0.00% | 0.01% |
10. | That the Company be authorised in accordance with section 315 of the Companies Law to make market acquisitions of its ordinary shares.
| Ordinary Resolution
| 99.99% | 0.00% | 0.01% |
11. | That the directors be authorised to issued ordinary shares up to a maximum of 10% of the issued ordinary share capital of the Company.
| Ordinary Resolution | 99.96% | 0.03% | 0.01% |
12. | 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 | 99.94% | 0.05% | 0.01% |
13. | That the aggregate amount of fees that may be payable to the Directors collectively shall not exceed USD 650,000 in any financial year.
| Ordinary Resolution | 99.81% | 0.18% | 0.01% |
14. | That the Company ceases to continue as currently constituted.
| Special Resolution | 1.09% | 98.85% | 0.06% |
A copy of this announcement will be available on the Company's website and, in accordance with Listing Rule 9.6.2, the full text of the special resolutions passed at the AGM has been submitted to the National Storage Mechanism and will be available at http://www.morningstar.co.uk/uk/NSM
Retirement of Director
Following conclusion of the annual general meeting, Martin Adams has retired as a director of the Company, effective 10 December 2018, having not stood for re-election in accordance with the articles of incorporation of the Company.
Further information is available on the Company's website at: https://vof.vinacapital.com/
Enquiries:
Michael Truong / Joel Weiden |
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Investment Manager - Investor Relations and Communications VinaCapital Investment Management Limited |
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T: +84 28 3821 9930 |
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E: michael.truong@vinacapital.com E: joel.weiden@vinacapital.com |
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David Benda / Hugh Jonathan |
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Broker Numis Securities Limited |
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T: +44 20 7260 1000 |
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E: funds@numis.com |
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Jacques Colley |
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Company Secretary / Administrator Aztec Financial Services (Guernsey) Limited |
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T: +44 1481 749 700 |
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E: vinacapital@aztecgroup.co.uk |
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Edward Gascoigne-Pees |
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Public Relations (London) Camarco |
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T: +44 20 3757 4980 |
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E: ed.gascoigne-pees@camarco.co.uk |
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David Harris |
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Marketing and Distribution (London) Frostrow Capital LLP |
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T: +44 203 427 3835 |
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E: david.harris@frostrow.com
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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 (EU) NO. 596/2014 (MAR).
4. The total voting rights of the Company immediately prior to convening the AGM were 186,453,542.
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 roundings.