here - FPT

FPT CORPORATION
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SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom - Happiness
--------------------Hanoi, 6 April 2013
MEETING MINUTES OF THE 2013
ANNUAL GENERAL SHAREHOLDERS MEETING OF FPT CORPORATION
Company name:
FPT Corporation
Address:
FPT Building, Duy Tan Street, Dich Vong Hau, Cau Giay District,
Hanoi, Vietnam
Company code:
Business Registration number 0101248141 issued by Hanoi
Planning and Investment Department dated 8 July 2010.
Time:
Start at 08:00 am on 6 April 2013
End at 12:05pm on 6 April 2013
Venue:
Grand Ballroom, Hanoi Daewoo Hotel, 360 Kim Ma Street, Hanoi.
Agenda and content:
Following the Agenda of 2013 Annual General Shareholders
Meeting (AGM) ratified by the AGM (attached to this minutes)
Chairman:
Mr. Truong Gia Binh – Chairman of the Board for the term 20122017
The Secretariat:
Ms. Lai Thi Huong Huyen, Ms. Tran Viet Linh
Number of attending
shareholders:
137 shareholders and assignees attended, representing 215,667,431
shares which is equivalent to 78.78% of total voting - right shares
AGM SEQUENCE:
I. AGM Opening:
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Shareholder registration.
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On behalf of the Organization Committee, Ms. Nguyen Hong Nhung conducted the flag raising
ceremony and opening declaration.
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Mr. Nguyen Khai Hoan – Member of the Supervisory Board reported the validity of the AGM.
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Ms. Nguyen Hong Nhung introduced the participants of the AGM and invited Mr. Truong Gia
Binh to assume the role of Chairman of the 2013 AGM.
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Mr. Truong Gia Binh – Chairman of AGM invited Mr. Bui Quang Ngoc, Mr. Do Cao Bao, Mr.
Nguyen The Phuong, and Ms. Chu Thanh Ha to the Chair Board to chair the AGM.
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Mr. Truong Gia Binh – Chairman of the AGM nominated Ms. Lai Thi Huong Huyen, Ms. Tran
Viet Linh as The Secretariat of the AGM.
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Mr. Truong Gia Binh – Chairman of the AGM nominated members for the Voting Committee:
1. Mr. Nguyen Khai Hoan
2. Mr. Hoang Huu Chien
3. Mr. Nguyen Tien Hao
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Completing the opening section, the AGM ratified and started to follow the Agenda as attached
to this minutes.
II. REPORTS PRESENTED AT THE AGM:
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Mr. Bui Quang Ngoc presented the 2012 Report of the Board of Directors (BOD), the 2013
remuneration package for the BOD, and the Proposal for the new Charter of FPT Corporation.
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Ms. Chu Thi Thanh Ha presented the 2012 BOM Report.
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Mr. Nguyen Khai Hoan – Member of the Supervisory Board presented the 2012 Supervisory
Board’s Report, the 2013 action plan, and remuneration package for the Supervisory Board.
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Mr. Nguyen The Phuong presented the proposals to submit to the AGM to ratify:
The plan for the distribution of 2012 profit
Plan for cash dividend payment in 2013
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Mr. Do Cao Bao presented the proposals to submit to the AGM to ratify:
Proposal for Mr. Truong Gia Binh, Chairman of the BOD to concurrently be the CEO in 2013
Ordinary share issuance plan for employees with notable achievements in 2012
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Mr. Truong Gia Binh presented FPT’s technology product – Robot SmartOsin.
III. DISCUSSION:
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Mr. Truong Gia Binh – Chairman of the AGM led the discussion on votting issues.
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Questions and answers section:
Question 1: The 2012 Annual Report noted many difficulties, however, reported results
looked good. Is there any difficulty that caused the company to get stuck? There have
been some cases where corporations have failed in expanding their businesses. In time of
a turmoil economy, does the company (FPT) implement the electricity box production as
stated in the business lines specified in the investment license? After closing FPT Media,
does the company continue to look for media production opportunities? The education
segment in the investment license encompasses only primary and secondary school
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education but no tertiary education. will the company discontinue the education segment
next year?
Answer:
Since 2012, FPT closed non-core business that were not effective. FPT Retail has expanded the
network with a large number of shops which takes 3 to5 years to complete by other companies
in a normal condition. E-commerce has been strongly implemented, and also the BPO.
Regarding to the business lines: As per Vietnamese’s practice in business registration, we
registered for most of the businesses that do not require specific licenses. The university
education need a separate license (therefore it’s not included in the general business
registration of FPT). It is untrue that FPT will discontinue tertiary education. We focus on
people development and provide knowledge for the youth in smart ways.
Question 2: The Chairman will concurrently be CEO for 1 year or for a period which is
long enough to look for candidates? The conflict between distribution and retail
segments? How does FPT assess the value of SmartOsin for shareholders’ benefit? We
want to know the company’s plan and what contribution the company would make for
the country.
Answer:
New CEO supposed to be proposed before June. We also keep developing the Program of
planning and training for the next leader generation.
Question 3: The Retail segment plans to open new 50 – 60 shops in this year. This
segment reported a large revenue but still reporting loss. When will this segment generate
profit and how much percentage it will contribute to the total revenue of the corporation?
How is the result for Q1? How FPT assess the feasibility of achieving the 2013 guidance?
Answer:
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Retail: by the end of 2012, there have been 60 shops opened. We plan to open 50 – 60 more
shops in 2013. The reported loss in 2012 and 2013 are within our plan. It is expected to
breakeven in 2014. As per the retail strategy which has been presented, the contribution to total
profit of the corporation is expected to be around 5-8%.
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Q1 Revenue expected to reach VND 5,604 billion, approximately flat compared to 2012. There
are some business segments that subject to seasonality such as systems integration, revenue
tends to be higher in the following quarters. Currently, we are confident to achieve the 2013
guidance.
Question 4: Mr. Binh announced the four-year program to appoint a new CEO, but he
also mentioned about the proposal for a new CEO in June. I recommend that we ratify
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his concurrently being Chairman and CEO until finding out an appropriate candidate to
avoid multiple approval required.
Question 5: I basically agree with the presented reports. 2012 result is acceptable in such
a difficult context. Regarding profit distribution: there have always been a proportion of
profit that have been retained. Please kindly define the accumulated balance of
shareholders retained earnings and the using purposes? Why did the share price go down
when company operation is quite good? The Information and Communication Ministry
Inspector has recently revealed the internet charge theft conducted by Viettel and FPT
devices. Does it involve FPT’s responsibility?
Answer:
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The share price: We will take action soon with the supports from experiences of foreign major
shareholders like Red River Holdings and Orchid Fund to address this issue.
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The internet charge theft: the perpetrators are normal customers of FPT, using the connecting
devices for bad purposes, not involving responsibilities of FPT.
Question 6:
FPT’s possibility to participate in pay-TV market? The status of FPT
Telecom share swapping process?
Answer:
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We have applied for a pay-TV license and now awaiting for project appraisal and
approval.
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FPT Telecom share swap: keep continuing working with advisors.
Question 7: Viettel has participated in system integration recently. How does this affect
FPT?
Answer:
All telecom carriers in Vietnam are now using FIS’ billing solution. We have customers in
Laos, Cambodia and Myanmar. Our partners have committed to sell our solutions
internationally. We provide solutions for public finance agencies such as the Tax Authority and
the State Treasury; e-Hospital has been used by over 50 hospitals, e-Government has been used
by over 22 provincial government agencies and keep expanding. We also gained the e-Gov
contract with Cambodia Government. ERP solutions provided for both of domestic and foreign
customers.
Most of our solutions are deployed widely and recognized by customers and international
partners. It should take a long time, resources and talents for any new joiners to catch up with
FPT.
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In 2012, the growth rate decreased. FIS was strongly affected by the cutting down policy of the
Government and enterprises. While the most of competitors got loss, FIS has proved its power
by continuously generating profit. We trust in the growth of the company in 2013.
Question 8: The time for discussion is quite limited. FPT owns an unique corporate
culture that others want to learn. I was unhappy with the speaking and with the attitude
of the guardian of Daewoo Hotel. I suggest not to hire this venue for the next AGM.
What policy did FPT apply to attract and keep the talents? How do you evaluate the
ability of candidates who do not own formal certification? How do you advise a farmer
shareholder to invest in FPT stock? I expect FPT to contribute for the country’s
development, SmartOsin to solve the scociety’s pressing issues. Viettel got their
advantages of being a military enterprise, FPT should not need to follow them but going
your own way. I hope FPT to be judicious in cutting losing business lines.
Answer:
To convince a farmer-share holders to keep FPT share, I just can say most of us here in the
Chair Board have never sold any shares.
I am sorry that the discussion section is over. I would meet to discuss with you separately.
Mr. Nguyen Khai Hoan, Head of the Voting Committee instructed the AGM to vote.
IV. VOTING
After conducting the counting task, Mr. Nguyen Khai Hoan, Head of the Voting Committee
announced the voting result as follows:
Voting results:
Content 1:
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Ratified the 2012 Audited Financial Statements, the Board of Directors’ Report, and
2012 Supervisory Board’s Report.
Total number of votes: 126, representing: 212,825,121 shares, equivalent to 98.68% of the
voting shares attending the meeting.
Total number of votes of disapproval: 0, representing 0 shares, equivalent to 0.00% of the
voting shares attending the meeting.
Total number of blank votes: 2, representing: 2,808,139 shares, equivalent to 1.30% of voting
shares attending the meeting.
Total number of invalid votes: 0, representing 0 share, equivalent to 0% of the voting shares
attending the meeting.
Content 2: Ratified the plan for the distribution of the profit generated in 2012
- Total number of votes: 121, representing: 209,654,112 shares, equivalent to 97.21% of the
voting shares attending the meeting
- Total number of votes of disapproval: 5, representing: 5,977,808 shares, equivalent to 2.77%
of the voting shares attending the meeting.
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Total number of blank votes: 2, representing: 1,340 shares, representing 0.000621% of the
voting shares attending the meeting.
- Total number of invalid votes: 0, representing: 0 shares, equivalent to 0% of the voting shares
attending the meeting.
Content 3: Ratified the plan for cash dividend payment in 2013
- Total number of votes: 120, representing: 212,606,474 shares, equivalent to 98.58% of the
voting shares attending the meeting.
- Total number of votes of disapproval: 4, representing: 86,780 shares, equivalent to 0.04% of
the voting shares attending the meeting.
- Total number of blank votes: 4, representing: 2,940,006 shares, equivalent to 1.36% of the
voting shares attending the meeting.
- Total number of invalid votes: 0, representing: 0 shares, equivalent to 0% of the voting shares
attending the meeting.
Content 4: Ratified the ordinary share issuance plan for employees with notable
achievements in 2012
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Total number of votes: 108, representing: 207,016,003 shares, equivalent to 95.98% of the
voting shares attending the meeting.
Total number of votes of disapproval: 15, representing: 5,145,021 shares, representing 2.38%
of the voting shares attending the meeting.
- Total number of blank votes: 5, representing: 3,472,236 shares, equivalent to 1.60% of the
voting shares attending the meeting.
- Total number of invalid votes: 0, representing: 0 shares, equivalent to 0% of the voting shares
attending the meeting.
Content 5: Ratified the new Charter of FPT Corporation as per attached appendix
- Total number of votes: 110, representing: 203,886,421 shares, equivalent to 94.54% of the
voting shares attending the meeting.
- Total number of votes disapproval: 12, representing: 5,079,961 shares, equivalent to 2.36% of
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the voting shares attending the meeting.
Total number of blank vote: 6, representing: 6,666,878 shares, equivalent to 3.09% of the
voting shares attending the meeting.
- Total number of invalid votes: 0, representing: 0 shares, equivalent to 0% of the voting shares
attending the meeting.
Content 6: Ratified Mr. Truong Gia Binh, Chairman to concurrently be the CEO in 2013
- Total number of votes: 110, representing: 220,322,202 shares, equivalent to 93.81% of the
voting shares attending the meeting.
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Total number of votes disapproval: 15, representing: 8,764,423 shares, equivalent to 4.06% of
the voting shares attending the meeting.
Total number of blank vote: 3, representing: 4,546,635 shares, equivalent to 2.11% of the
voting shares attending the meeting.
Total number of invalid votes: 0, representing: 0 shares, equivalent to 0% of the voting shares
attending the meeting.
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Content 7:
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Ratified the 2013 remuneration package for the Board of Directors; the 2013 action
plan, and remuneration package for the Supervisory Board
Total number of votes: 109, representing: 206,737,785 shares, equivalent to 95,86% of the
voting shares attending the meeting.
Total number of votes of disapproval: 11, representing: 4,822,126 shares, equivalent to 2.23%
of the voting shares attending the meeting.
Total number of blank votes: 8, representing: 4,073,349 shares, equivalent to 1.88% of the
voting shares attending the meeting.
Total number of invalid votes: 0, representing: 0 shares, equivalent to 0% of the voting shares
attending the meeting.
V. AGM CLOSING:
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Mr. Bui Quang Ngoc – Member of the AGM Chairing Board read the draft Resolution sumitted to
AGM to ratify.
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Ms. Tran Viet Linh –Member of the Secretariat read the AGM Minutes submitted to the AGM to
ratify.
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The AGM agreed with the full Resolution and Minutes right at the AGM.
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Chairman Truong Gia Binh declared the closing of AGM.
ON BEHALF OF THE
CHAIRMAN
SECRETARIAT
LAI THI HUONG HUYEN
TRUONG GIA BINH
Attached documents:
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Registered shareholders list, authorized people attended the AGM with corresponding shares and
voting share number;
The 2013 AGM Agenda as ratified by the AGM.
2013 AGM documents;
Voting Minutes announced at the AGM.
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