Company name DWS Vietnam Fund
Headline Results of AGM


RNS Number : 2724L
DWS Vietnam Fund Limited
08 January 2016
 

 

 

COMPANY ANNOUNCEMENT

 

 

For Immediate Release

8 January 2016

 

DWS VIETNAM FUND LIMITED

 

 

Re: Results of Annual General Meeting

 

 

The Board of DWS Vietnam Fund Limited (the "Company") wishes to announce the results of the 2015 Annual General Meeting ("AGM") of the Company

 

The AGM of the Company was held at 9.00am Cayman time on the 31st December 2015. 

 

The results of the AGM were as follows:

 

AS ORDINARY BUSINESS:

 

ORDINARY RESOLUTIONS

 

1.       Presentation, acknowledgment and approval of the reports of the directors and the independent auditor, for the financial year ended 31 December 2014.

 

Passed

 

2.       Acknowledgement and approval of the Balance Sheet and Profit and Loss Accounts and Notes to the Accounts for the financial year ended on 31 December 2014.

 

Passed

 

3.       Wade Kenny, having submitted himself for re-election, be re-elected as a Director or elect Jason Fitzgerald as the replacement Director of the Company to hold office in accordance with the Articles of Association of the Company.

Not Passed

Mr Jason Fitzgerald appointed as replacement director

4.       Ronan Guilfoyle, having submitted himself for re-election, be re-elected as a Director or elect Kevin A Phillip as the replacement Director of the Company to hold office in accordance with the Articles of Association of the Company.

Not Passed

Mr Kevin Philip appointed as replacement director

5.       KPMG be re-appointed as Auditors of the Company and to authorise the Directors to determine their remuneration.

 

Passed

 

 AS SPECIAL BUSINESS

 

6.       SPECIAL RESOLUTION:

     

That Article 94 of the Articles of Association of the Company be deleted and replaced in its entirety with the following, with effect from the end of the AGM:

 

(a) "The remuneration of each Director shall be determined by the Board, subject to a maximum amount of US$75,000 per director per annum."  

 

Passed

 

7.       SPECIAL RESOLUTION

 

               That Article 94 of the Articles of Association of the Company be deleted and replaced in its entirety with the following, with effect from the end of the AGM:

 

"The remuneration of each Director shall be determined by the Board, subject to a maximum amount of US$50,000 per director per annum."

 

Not Passed

 

8.       SPECIAL RESOLUTION

 

That Article 90 of the Articles of Association of the Company be deleted and replaced in its entirety with the following, with effect from the end of the AGM:

 

"90.        The number of Directors may not exceed seven (7) to be appointed and removed as follows:

 

(a)       the first Directors shall be appointed by the initial subscriber to the Memorandum of Association of the Company.

 

(b)       subject to the provisions of these Articles, one third of the Directors in office or, if their number is not three or a multiple of three, the number nearest to one-third, must retire from office at the Annual General Meeting in every year.  A Director retiring at a general meeting, if he is not re-appointed, retains office until the meeting appoints someone in his place or, if it does not do so, until the end of that meeting.

 

(c)       the retirement provisions of Article 90(b) shall not apply if the application of such provisions will cause the Company to be in breach of the rules of any stock exchange on which shares of the Company are listed from time to time, including without limitation the Irish Stock Exchange.

 

(d)       subject to the provisions of these Articles, the Directors to retire in every year include, so far as necessary to obtain the required number, any Director who wishes to retire and not to offer himself for re-election.  Any further Directors so to retire are those who have been longest in office since their last appointment or re-appointment but, as between persons who became or were last re-appointed Directors on the same day, those to retire are determined by lot, unless they otherwise agree among themselves.  A retiring Director is eligible for re-appointment, subject as set out in these Articles.

 

(e)       the Company at the general meeting at which a Director retires in the manner set out in Article 90(b) may fill the vacated office and, in default, the retiring Director, if willing to act, is deemed to have been reappointed, unless at such meeting it is expressly resolved not to fill the vacancy, or a resolution for the re-appointment of such Director is put to the meeting and lost.

 

(f)        No person other than a Director retiring at the general meeting, unless recommended by the Directors for appointment, is eligible for appointment to the office of a Director at any general meeting unless, not fewer than seven nor more than 42 clear days before the day appointed for the general meeting, there is given to the Company notice in writing by some member duly qualified to be present and vote at the general meeting for which such notice is given of his intention to propose such person for appointment stating the required particulars and, also, notice in writing signed by the person to be proposed of his willingness to be appointed.

 

(g)       At a general meeting, a motion for the appointment of two or more persons as Directors by a single resolution will be void, unless a resolution that it is so made has been first agreed to by the general meeting without any vote being given against it and, for the purpose of this Article, a motion for approving a person's appointment or for nominating a person for appointment is treated as a motion for his appointment.

 

(h)       The Company may from time to time by Ordinary Resolution increase or reduce the number of Directors and may also determine in what rotation such increased or reduced number is to retire from office.  Without prejudice to the provisions of Article 90(i), the Company may by Ordinary Resolution appoint any person to be a Director, either to fill a casual vacancy or as an additional Director, and remove a Director, including a Director holding executive office, before the expiry of his period of office.

 

(i)        The Directors and the Company in general meeting each have power at any time, and from time to time, to appoint any person to be a Director, either to fill a casual vacancy or as an additional Director, but so that the total number of Directors does not at any time exceed the maximum number, if any, fixed by or in accordance with these Articles.  Subject to the provisions of these Articles, any Director so appointed by the Directors holds office only until the conclusion of the next following Annual General Meeting and is eligible for reappointment at that general meeting.  Any Director who retires under this Article is not taken into account in determining the Directors who are to retire by rotation at such general meeting.

 

(j)        All Directors shall have the same right to vote at meetings of the Board."

 

Passed

 

9.       SPECIAL RESOLUTION

 

Conditional on Special Resolution 8 being passed at the AGM, that Article 92 (a) (vi) of the Articles of Association of the Company be deleted in its entirety, with effect from the end of the AGM.

 

Passed

 

10.     SPECIAL NOMINATION

 

With respect to the Special Nomination Votes at agenda item 10 of the AGM, due to the receipt of a number of conflicting nomination votes the Directors have requested clarification from the relevant shareholder.  As soon as this clarification is received the counting of the nomination votes of the nominees submitted will be finalised and the Board will move to appoint the two nominees who have received the most votes subject to receiving appropriate due diligence, finalizing background checks and discussing terms and conditions of appointment.  Further clarification is expected shortly and will be posted on this forum.  Note that these appointments are to be by resolution of the Board of Directors of the Company.

 

Enquiries:

 

 

 

Collas Crill Corporate Services Limited as Company Secretary

 

 

 

Alan de Saram

Phone: +1 345 914 9604

 

 

 

This announcement has been issued through the Companies Announcement Service of

The Irish Stock Exchange

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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