Charter of the Nutritional Foods Group A Sector Committee of the European Chamber of Commerce in VietnamCharior ofthe Nato [ASector Comittee af the rope Chamber of Commerc in Vietnam Amante for theft ine the Narioal Foods Group Board menbers on 11 December 2020 effective L| March 2021 “The businesses of tional pods, have voluntary organized ourselves under the direction of| the European Chamber of Commerce in Vietnam (EuroCam") 0 work with Key sakes (0 ‘Suppor te publi health gals of improving th tition sats fr Vietnamese people, wih prioty nmathrs and young chdren, as Wel ast cncorage beaten 1 Foods Group Article 1. Name “The name ofthe Group isthe Nutritional Foods Group (°NFG") (in Vietnamese: Ti ban The Phim Dinh Dirdng. It exits a a sector commitee of the Earopean Chamber of Commerce in ‘Vietnam and opeats i Ie with BuroCham's Statutes and EucoCham's Sector Commitee Rules and Regulations. The Nuitonal Foods Group shall be henceforth ered to in this document as NPG" oF as “the Group", Article 2, Purposes “The purposes for which NFG is formed are 2.1 To promote science-based nutrition knowlege to support te development of eetive policies an practices on safe snd good nutrition for Vieramese people; 122 To promote the highes food quality standards and global harmonization standans; 23 To foster robust business ethics inthe dairy and nutrition sector through observation of strict, and comprehensive slF-repulaton polices; 24 To contribute othe development of sclence-base regulations governing the indstys 2. To partisipate in open discussions with the Government, and other stakeholders to faite tyod-based instr sipport fr sakcholdr effort to encourage breastfeeding an to improve the nition of the Vienamese people; and 2.6 To prove capcity-ilding, and raise awareness in the eld of mutton for supporting the publi health goals of good nutrition. Arficle3. Membership 4.1 Qualiestion for Membership “To be eligible fr NF membership, company shall meet allo he following rites 4 Must bea member of EuroCham; 'b, Mast bein the business of mutton preduats for pregnant women, infants andor youn, chien, cher asa manufacturer trader or afilited brand-owning importer, Feations and aplication process Must rossi approval fom the NEG Beard 3.2 Application for Membership Page of 10ROCHAM «nachna | MeraiNitiicomim Siem 4 42 43 aaa ONFG ‘Any EuroCham member applying fr membership with NFG must complet and sign the NPG ‘application fom as provide inthe Annex, al Code of Marketing Practice fr Brestmitk Stbsttte Milk Produits (“Code of Cndut)- Membership applications must be adresse to the NFG Chrpeson. [New members may beclected based onthe simple majority vote of all NFO members Avtile 4, Member rg snd responsibilities Membr Rigs “Members sll have the following rights ‘4 To partisipt inthe deliberations and meetings ofthe Gr tall attr oat ng othe alls of the Group: 1b, Tobe eligible 1 ny eletveappointive office ofthe Groups ‘Member Duties ‘Members must ‘4 Beaeajsinted with and abide by EreCham Statutes, BuroCham's Sector Commitee Rules and Regulations, se NFG Code of Conduct, and the provisions included in this Charter, ppand exercise the right to vote bs. Pay the Group's admission fee, annual membership fe, EuroCham’s Sector Commitee ‘Secretariat fee andather fees; ‘© Attend Board Regular Meetings and Annual General Meetings; and participate inthe “eehnieal Working Group; 4 Keep confidential al information shared during he Annual General Meetings and Regular “Meetings. No infrmation about a member may be disclosed t any party without that member's expres writen consent “Termination of Membership 'A member may be expelled fiom the Group for patio tobe determined on a case-by-case ‘basis by # 2/3 majority vote ofall he other members of the Group, for any ofthe following round ‘8 Nompayment of anual dues o other es; 'b, Absece from Regular Meotngs fr six (6) consecutive meetings; Cessation of business; 44. Any action ofthe member, including serious violations of this Charter deemed detrimental to the Groups reputation which has not been rectified by the Companyilegnte ar ‘Sompletion of Arie 18 SeIERepuatna Proceso the Cade of Conduct. [Asan altemative to membership termination, NFG members may adopt other saetions, as ‘utined in Article 13. SelF- Regulation Proves of the Code of Conduct, which canbe approved bya 20 majority vos. ‘Any member expelled inthe manner ania the fom hereinabove provided shall not be ented ow refund of any ofthe Fes or dues previously pa tothe Group. Page 3 10Grogan «RSE | SE eave Sm cee 44 Withdawal of Membership ‘A member may witha its membership from the Group by sending a writen resignation to theChaimerson at lees two months inavance ofthe member's intended exit. The Chairperson shal nfm the Board members on this nes. [After the notification the withrawn member shall no longer takepart inthe Group activities ‘an shall ensure that Is tesponsiilies are handed over propery tothe Group. Dues paid i ‘advance othe Group shill at be refundable 45 An expelled member may rejoin the Group upon the unanimous approval ofall remaining members and only afer serving ot 3-onth probation pviod, except for cases where the ‘easoa for expulsion Iseesation of busines, in which ese the explled member can eoin the ‘Group upon reaeqirns legitimate business status and payment ofthe Group dus ‘An expelled member who intnds to rein the Group after completing ther probation prio, ‘ill not be entitled to vote onthe Group's matters while on probation. [ArticeS. Govern Structure 5.1. NFG Board ‘The NFG Board shall consi of county diectorevel, or business unit executive board member representatives of all the members. Each NFG member shall be entitled to one representative on the NPO Bost “The Board shal eet Chalrperson anda Vice-Chairperson by majority ve The quorum fr such election shal eorsistof not ls than 75% of the registered members of the Group. The Chairperson and VieeChalrperson shall hold office for one year, with the possibilty for ‘extension, runt the sueessos are duly elected and qualified. 1, forany eas, the Chaizpeton or Vice-Chairperson wishes to resign fam hisher position, hehe shall give a two month writen notice 10 all NFG Board members. NFO Board shal then appt anew Beard member forthe poston, Preference shall be given to the Board member who will have been in hisher position or in ‘Vietnam for no es than one year before appointment as Chairperson, ‘Responsibilities ofthe Chaleperson "The Chairperson shall be the Chief Executive Officer ofthe Group. Helse shall by defiult preside overall metngs ofthe Group and execute al solutions taken by it, Hehe shall act {theirs point ofeonaet with he EaroCham Executive Director and be in charg of directing ad overseeing the scthities ofthe Group. b, Responsibilities ofthe Vice-Chairperson “The Vice-Chairperson. if qualified, shall exrcse all powers and perform all duis ofthe CChniperson during hister absence or incapacity ofthe ater and shall perform duis as may beastgned to himverby the members. ‘The Vice-Chaiperson shal lo et as Secretary and Treasure, He/she shall work withthe -BaroCham Secretariat give notions and Keep minutes fal the meetings o the Group. He/she age 4 10Teen SMlonsnay feectnarma soe | tapece srs ssm|raeee 305218 stall likewise have charge ofall the funds receipts, and dlsbusements of the Group, in fccondance with the EuoCham's Statutes and EuoCham's Sector Commitee Rules and Regulations. 52. NRG Technical Working Group (TWG") 8, Responsibilities ofthe TWO The TWG is the corsullative body of the NFG Board, providing technical advice and ‘eeommendatons fo he NFG Board on issues onterest andlor concem to the Group. b. Composition ofthe TWO: “TWG shall consist of NG member representatives serving asthe Head of Legal Ais, Public Airs, Regulatory AM or in an equivalent role as deemed fit by the NFG member wham sid repesenativs are represeating. Ech NPG member right appoint multiple representatives to the TWG, however, each ‘company shall onl Beentied to one vote. i there i a change of representative amongst the TWG members the relevant NFG member ‘company wiose TWG representative is changing must inform in wing the TWO of ‘esignted replacement 8 Soon a8 possible and ensure that the replacement has been on ‘boarded wih al elevant materials and information. “TWG members shall appoint the Head ofthe TWG by a simple majority vote ©. Operating Gldoites ofthe TWG “The TWG and NFG Execstve Director shal hold repular mectngs, either in person or via conference ell, oles than once every moh, exchange infermaton and updates on issues ‘of interes andor concer to the Group. Such meetings shall be co-hosted by the Head of the ‘TWG and the NFG Executive Director “The TWG operates ona simple majority basis. In ase ofa ie vote, the issue at stake shall be brought othe NFG Board fr consideration and final decison, |When necessary, NPO Executive Director shall send ou writen communication requesting “TWG members" inputs and votes by @ specified timeline. TWG members stall provide their inputs or cast tei votes in wring to the NFG Exezutve Director bythe specified timeline “TWG members who de not eply shal be assumes to agree with the proposed solution. 53 Executive Director Day-to-day operations af the Group sal be managed by the Executive Director, who shall be appointed by the Board bya sinple majority vote. The Executive Director shall have the power {ocala formal deesionsnaking vote on ay ss requling a vote bythe NEG membership. Article 6, Meetings 6 Annus General Metin “The Annual General Mssingofthe Group sll be held in the second quarter of each year ‘The pupase ofthe AGM isto Page Sof 10ROCHAM = TiiSiararzrnitcion arse | tatwe-nanssam [faut 37152718 sermon ret |. Reviow annual aces and the budget report ofthe Groups Review and approve the annual aulited financial report; . lect the two officer postions: Chaltperson, Vice-Chairperson (who will also act as Secretary and Tresuret); 44 Set key performance indizatrs fr the subsequent year; and Decide on annul membership fees fer he subsequent yea" 62 Regular Meetings ‘Membets shal organize face to face or vital meting depending on the current situation not Jes than four times per ye to progres the actives ofthe Group, atthe Euroa office, inthe members’ offices on rotating bass ooo suitable venues as may be designated Regular Meeting dates sal be scheduled in advance and meeting papers shal be distributed at least one week prior tthe meeting, “Member companies sal independent decide who will be their delegate. In instances when ‘anol representative Is unable to atend a meting an alternative delegate shal attend when possible tistherespousiblity ofthe member companies to ensure that ther delegates are lly ‘bef and abot vote on behalf oftheir company. 6.3. xteaoedinry Meetings [Exratdinary Meetings can take place between Regular Meetings Incase any critical issue arises, Extsordinary meetings shall be convened by the NFGCluiperson and shall be fspproved by a simple majority vot ofthe Boa, 64 Decision-Making Process and Voting Rights ‘When formal motions are passed cr voting takes place, each member company wil have one vote per mation Decisions (other than the termination of membership of rejoning of an expelled member; or lection of Chairperson and Vice-Chairperson) are passed bya simple majority vote ofthe all the members ofthe Greup. However, ffs will be made foreach consensus, Deeisions canbe held by an in-person vote or via emul or writen leer stating clearly the memes position onthe motion. 65 Meeting Minutes “Meeting ninats shall be taken by the BuroCham Secretariat at all metings ofthe Group. All ‘decisions wil be docurented inthe meeting minutes or atachment and wll become effective ‘upon approval ofthe meeting minutes atthe fllowing meeting. Aico 7. ¥unas ‘The fds ofthe Group shale evived ftom admission fee, annual dues and special assessments of members, gifts, of donatins. For the ist yar of membership, new members shall comtibute Seed find equivalent to Ore Thousand (USSI,000.0) US dollars per Member Company. The ‘management ofthe Fund shal be In accordance With the EureCha's Sector Committee Rules and Regulations Page 6 10ee. Seolicne stir Article 8, Miseellaneous 48.1 External communications and meetings ‘Bxeral ommuniatcas and meetings shall be cased out in ine with FuroCham’s Statutes ‘xd EuoChan’s Sestor Commitee Rules and Regulations, 82 Financial year “The Group’ oancal year shall follow BuroChan's nancial year, which s fom Ist Janary ntl 31st December. 8.3 Auditing Financia auditing of the Group shall be performed by external airs. 4 Anttrast Policy [All meetings and actives of the Group shal be conducted in tre respect of anttust laws ‘and policies. The Group shall not make, or tlempt to make any decisions withthe objective tect of preventing, rexretingor distorting competion in Viera. Page 7 10ANNEX MEMBERSHIP APPLICATION FORM (1/2) 1. Company Name: 3. Application Contaet Person: ‘Name: ites Address: “Telephone: Fax al riton business in Vietnam: 44. Person in charge ofthe company’s Name: ‘Tite: Address: ‘Telephone: Fee nal: Page 8 10[MEMBERSHIP APPLICATION FORM (22) OO (name of representative) she representative of (eoplisant company) hereby afc that, faite to the Nuitional Feods Group, my organization wil ‘+ Suppor the Nutronsl Foods Group in aang its objectives; 1 Abie by the Charter and Code of Marketing Practice for Breasts subsite mi products ofthe Ntrional Foods Group, and the Statutes and the Sector Committe Rules sind Regulations f EuroCham; and 1+ Keep conte ay documents, information gained fom EuroCham, any ofits sector commits, any efits members Im akiton, afi tht this application has been complete tothe best of my knowles, belie, nl ability. Any changes in my knowledge that materially fet the infomation communicated in ‘pplication stall be communicated t the BuroCham and Nuttional Foods Group without ely. Signed on beh ofthe company, (signature of eepresenative and company stamp) Date: Page 9 of 10‘This Chater takes eect frm November 1, 2016 and replaces entirely the previous Charter ofthe ‘Nuttonal Foods Group. Signatures Sa ‘Mead Johnson Nutrition Vietnam = Soren ech General Manager Director Specialized ‘Nate Vv Fonterea Brancs Vietnam ina Ten (General Manager Country Business Manager Taft Nuteon Page 100 10