NAF: Notice of Written Resolution of General Meeting

NAF: Notice of Written Resolution of General Meeting

Nafoods Group Joint Stock Company announces the resolution of the General Meeting of Shareholders under the method of collecting shareholders’ opinions in writing dated June 07, 2019, as follows:

Article 1: Approving to adjust the plan for private placement to Endurance Capital Vietnam I:

Content before change	Content after change
- Estimated issue volume: 765,580 shares (2.11% of total outstanding shares)	- Estimated issue volume: 880,449 shares
- Selling price: VND15,000/share	- Selling price: VND13,043/share
- Total issue value (based on par value): VND7,655,800,000	- Total issue value (based on par value): VND8,804,490,000
	- Total issue value (based on selling price): VND11,483,696,307
- Purpose: to raise the working capital	- Purpose: to raise the working capital and refinance the existing debts

 

Article 2: Approving to adjust the plan for capital allocation from the private placement of preferred shares to International Finance Corporation (IFC):

	Content before change	Content after change
Purpose	Amount (USD)	Amount (USD)
(1) To refinance the existing debts	A maximum of USD3,000,000	A maximum of USD3,500,000 (including the loan of Endurance)
(2) To invest in infrastructure of supply chain.	To authorize the Board of Directors to make decisions	To authorize the Board of Directors to make decisions
(3) To raise the working capital	To authorize the Board of Directors to make decisions	To authorize the Board of Directors to make decisions

 

Article 3: Approving the plan for issuing common shares (“converted shares”) when implementing the conversion right of preferred shares (“preferred shares”) in accordance with the Share Subscription Agreement between IFC and NAF.

-       Type of converted shares: common share

-       Par value of converted shares: VND10,000/share

-       Issue date: when implementing the conversion right of preferred shares under the agreement, charter, license and via negotiation.

-       Conversion price: under the agreement, charter, license and via negotiation.

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