VIETNAM IND Adopted by Special Resolution of the members on 27 May 2016
C O NT E N TS
INTERPRETATION 1
Definitions 1
Interpretation 3
Corporations Act Definitions 4
Status of Constitution 4
General Authorisation 4
Displacement of Replaceable Rules 5
Enforceability 5
Jurisdiction 5
SHARE CAPITAL AND VARIATION OF RIGHTS 5
Rights Attaching to Shares 5
Issue of Shares 5
Share Options 5
Variation of class rights 5
Effect of share issue on class rights 6
Preference Shares 6
Recognition of Trusts 6
Unregistered Interests 6
Share Certificates and Share Option Certificates 6
Section 1071H of the Corporations Act 7
Commissions 7
Restricted Securities 7
Non-Issue or Cancellation of Certificate 7
No Prohibition on Foreign Ownership 8
Payment of Interest out of Capital 8
MINIMUM SHAREHOLDING 8
Effect of this Clause 8
Definitions 8
Minimum Shareholding 9
Sale of Listed Securities of Minority Member 9
Acceptance of Offer 9
Appointment of Attorney 9
Transfer 9
Proceeds of Sale 10
Receipt of Proceeds 10
Registration of Purchaser 10
Remedies Limited 10
Cost of Sale of Listed Securities 10
Exemption from clause 3 11
Notice to Exempt 11
Takeover Offer or Announcement 11
Use by Company of Clause 3 11
Notice to New Minority Members 11
UNCERTIFICATED HOLDINGS AND ELECTRONIC TRANSFERS 12
Electronic or Computerised Holding 12
Statement of Holdings 12
Share Certificates 12
Listing Rules 12
LIEN 12
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Lien for Members Debts 12
Generally 12
Exemption 14
Dividends 14
Sale of Shares 14
Restrictions on Sale 14
Person Authorised to Sign Transfers 14
Proceeds of Sale 14
Protection of Lien under ASX Settlement Operating Rules 14
Further Powers re Forfeited Shares and Liens 14
CALLS ON SHARES 15
Calls 15
Payment of Calls 15
Quoted Shares 15
Unquoted Shares 15
Joint Liability 15
Deemed Calls 16
Differentiation between Shareholders 16
Payments in Advance of Calls 16
Outstanding Moneys 16
Revocation/Postponement or Extension 16
Compliance with Listing Rules and Corporations Act 16
Waive 17
FORFEITURE OF SHARES 17
Failure to Pay Call 17
Forfeiture 17
Sale of Forfeited Shares 17
Continuing Liability 17
Officer's Statement Prima Facie Evidence 17
Procedures 18
Listing Rules and ASX Settlement Operating Rules 18
Waive 18
TRANSFER OF SHARES 18
Form of Transfer 18
CHESS Transfers 18
Participation in CHESS 19
Registration Procedure 19
Power to Refuse to Register 19
Closure of Register 19
Retention of Transfers by Company 20
Power to suspend registration of transfers 20
Powers of Attorney 20
Other Securities 20
Branch Register 20
Compliance with ASX Settlement Operating Rules 20
Issuer Sponsored Subregister 20
Transferor Holds Shares until Registration of Transfer 20
Waive 21
TRANSMISSION OF SHARES 21
Death of Shareholder Leaving a Will 21
Death or Bankruptcy of Shareholder or the Shareholder becomes of unsound mind 21
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Registration by Transmission or to Beneficiary 21
Limitations to Apply 21
Death of a Joint Holder 21
Joint Personal Representatives 22
ASX Settlement Transfer 22
Joint Holders 22
CHANGES TO CAPITAL STRUCTURE 22
Alterations to Capital 22
Reduction of Capital 22
Buy-Backs 23
Fractions 23
WRITTEN RESOLUTIONS 23
GENERAL MEETINGS 24
Convening of General Meetings of Shareholders by Directors' Resolution 24
Change of place or postponement of a General Meeting of Shareholders 24
Convening of General Meetings of Shareholders by a Director or requisition .. 24 12.4 Cancellation of a General Meeting of Shareholders 24
Notice 24
Irregularities in giving notice 25
Business at General Meeting 25
Notice to Home Branch 25
Annual General Meeting 25
PROCEEDINGS AT GENERAL MEETINGS 26
Quorum 26
Persons Entitled to Attend a General Meeting 26
Refusal of Admission to Meetings 26
Insufficient room 27
Chairman 27
Vacating Chair 27
Disputes Concerning Procedure 27
General Conduct 27
Adjournment 27
Notice of Resumption of Adjourned Meeting 28
How resolutions are decided 28
Casting Vote 28
Voting Rights 28
Voting - Show of Hands 28
Results of Voting 28
Poll 29
Manner of Taking Poll 29
Meeting May Continue 29
Voting by Joint Holders 29
Shareholder under Disability 29
Payment of Calls 29
Objection to Voting 29
Restrictions on voting 30
Proxies 30
Electronic Appointment of Proxy 31
Name of proxy 31
Incomplete proxy appointment 31
No right to speak or vote if appointing Shareholder present 31
Rights where 2 proxies or attorneys are appointed 31
1475896_1_VII Constitution (to be adopted at AGM 2016) (Clean).DOCX iii
Vietnam Industrial Investments Limited published this content on 30 May 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 01 June 2016 06:36:06 UTC.
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