Rights of Ordinary Shareholders
Article 115 of the Law on Enterprises 2020 stipulates:
1. Ordinary shareholders shall have the following rights:
a) To attend and speak at General Meetings of Shareholders and to exercise the right to vote directly, through an authorized representative, or in another form as prescribed by the company’s Charter and law. Each ordinary share shall carry one voting right;
b) To receive dividends at a rate determined by the General Meeting of Shareholders;
c) To have pre-emptive rights to purchase newly issued shares in proportion to their ordinary shareholding in the company;
d) To freely transfer their shares to other persons, except as prescribed in Clause 3 Article 120, Clause 1 Article 127 of this Law, and other relevant laws;
đ) To examine, inspect, and extract information on names and contact addresses in the list of shareholders with voting rights; to request corrections of their inaccurate information;
e) To examine, inspect, extract, or make copies of the company’s Charter, minutes of General Meetings of Shareholders, and resolutions of the General Meeting of Shareholders;
g) Upon dissolution or bankruptcy of the company, to receive a portion of the remaining assets corresponding to their shareholding ratio in the company.
2. A shareholder or a group of shareholders holding at least 5% of the total number of ordinary shares, or a smaller percentage as prescribed by the company’s Charter, shall have the following rights:
a) To examine, inspect, and extract the minutes and resolutions/decisions of the Board of Directors, semi-annual and annual financial statements, reports of the Supervisory Board, contracts, transactions subject to approval by the Board of Directors, and other documents, except those related to trade secrets or business secrets of the company;
b) To request the convening of a General Meeting of Shareholders in the cases prescribed in Clause 3 of this Article;
c) To request the Supervisory Board to examine specific issues relating to the management and operation of the company when deemed necessary. Such request must be made in writing and must include the following information: full name, contact address, nationality, and legal identification documents for individual shareholders; name, enterprise code or legal documents, and head office address for organizational shareholders; the number of shares and the time of share registration of each shareholder; the total number of shares held by the group of shareholders and their ownership percentage of the company’s total shares; the issues to be examined and the purpose of the examination;
d) Other rights as prescribed by this Law and the company’s Charter.
3. Shareholders or groups of shareholders as provided in Clause 2 of this Article shall have the right to request the convening of a General Meeting of Shareholders in the following cases:
a) Where the Board of Directors seriously violates the rights of shareholders, breaches its managerial obligations, or issues decisions beyond its authority;
b) Other cases as prescribed by the company’s Charter.
4. The request to convene a General Meeting of Shareholders under Clause 3 of this Article must be made in writing and must include the following: full name, contact address, nationality, and legal identification documents for individual shareholders; name, enterprise code or legal documents, and head office address for organizational shareholders; the number of shares and the time of share registration of each shareholder; the total number of shares held by the group of shareholders and their ownership percentage in the company’s total shares; the grounds and reasons for requesting the convening of the General Meeting of Shareholders. Such request must be accompanied by documents and evidence of the violations committed by the Board of Directors, the extent of such violations, or of decisions made beyond its authority. Shareholders or groups of shareholders shall bear full responsibility before the law for the accuracy and truthfulness of the documents and evidence provided to the competent authority when requesting the convening of the General Meeting of Shareholders.
5. A shareholder or a group of shareholders holding at least 10% of the total number of ordinary shares, or a smaller percentage as prescribed by the company’s Charter, shall have the right to nominate persons for election to the Board of Directors and the Supervisory Board. Unless otherwise provided by the company’s Charter, such nomination shall be carried out as follows:
a) Ordinary shareholders may form groups to nominate persons to the Board of Directors and the Supervisory Board and must notify the grouping arrangement to other shareholders attending the General Meeting of Shareholders prior to its opening;
b) Based on the number of members of the Board of Directors and the Supervisory Board, shareholders or groups of shareholders referred to in this Clause shall have the right to nominate one or more persons as candidates for the Board of Directors and the Supervisory Board as decided by the General Meeting of Shareholders. Where the number of candidates nominated by shareholders or groups of shareholders is less than the number of candidates they are entitled to nominate as decided by the General Meeting of Shareholders, the remaining candidates shall be nominated by the Board of Directors, the Supervisory Board, and other shareholders.
6. Other rights as prescribed by this Law and the company’s Charter.
Legal grounds:
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Article 115 of the Law on Enterprises 2020;
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Clause 18 Article 1 of the Amended Law on Enterprises 2025.
