VINGROUP JOINT STOCK COMPANY

RESOLUTION OF THE BOARD OF MANAGEMENT

OF VINGROUP JOINT STOCK COMPANY

(Re: Approve the increase in Charter Capital as a result of the issuance of additional shares for the distribution of stock dividends and the conversion of International Bonds into shares)

THE BOARD OF MANAGEMENT (“BOM”)

-          Pursuant to the Vietnamese Enterprise Law;

-          Pursuant to the Charter of Vingroup Joint Stock Company (“Vingroup”);

-          Pursuant to Resolution of the General Shareholders’ Meeting of Vingroup No. 01/2012/NQ-DHDCD-VINCOM JSC dated 22 March 2012 (passed by written ballots);

-          Pursuant to the Resolution of the 2015 General Shareholder Meeting No. 01/2015/NQ-DHDCD-VINGROUP dated 23 April 2015;

-          Pursuant to Meeting minutes of the Board of Management of Vingroup No.: 07/2013/BB-HDQT-VINGROUP dated 11 March 2013 regarding approval in principle for the conversion of International Bonds into shares;

-          Pursuant to the Report of the Vingroup’s Chief Executive Officer on the results of the conversion of International Bonds into shares dated 09 July 2015;

-          Pursuant to the Report of the Vingroup’s Chief Executive Officer on the results of the share issuance for the distribution of stock dividends dated 09 July 2015.

RESOLVES THAT:

Article 1:                 To increase the Charter Capital of Vingroup as follows:

1.      Registered charter capital:                                 VND 14,587,886,850,000

2.      Increased amount:                                             VND   3,827,687,640,000

3.      Amended charter capital (upon the increase):  VND 18,415,574,490,000

(In words: Eighteen trillion four hundred fifteen billion, five hundred and seventy four million four hundred ninety thousand dongs)

4.      Date of amendment: 07 July 2015

5.      Form of charter capital increase: issuance of additional shares for the distribution of stock dividends and the conversion of International Bonds into shares (batch 52-53)

6.      Upon the increase of charter capital, the shareholding structure shall be changed as follows:

Article 2:        Amendment to Schedule 2 of the current Vingroup Charter to be compatible with the aforementioned shareholding structure, as follows:

Amending the Schedule 2: Details of Vingroup Charter Capital

Assigning the Legal Representative of Vingroup to complete and execute the issuance of the amended Schedule of the current Vingroup Charter, which has been updated with the revised content mentioned above.

Article 3:        Implementation authority

Assigning the Legal Representative of Vingroup and/or other person authorised by the Legal Representative to execute documents and carry out the necessary procedures for the conversion, registration of the increased charter capital, depository and listing of additional shares issued for the purpose of the conversion of the International Bonds at the State Securities Commission, the Business Registration Office, Ho Chi Minh City Stock Exchange, Vietnam Securities Depository and other relevant competent agencies

Article 4: Effective date

This Resolution takes effect from the date of signing.

The Board of Management, Executive Committee and related departments shall be responsible for implementation of this Decision.

                                                                        FOR AND ON BEHALF OF THE BOARD

      CHAIRMAN

 (signed & sealed)           

                                                                                                                             PHAM NHAT VUONG

About Vingroup

The Company and its subsidiaries (the "Group"), with a market capitalization of USD3.5 billion as of 10 July 2015, are the largest listed developer and manager of real estate, hospitality and entertainment properties in Vietnam. The Group has developed a diversified portfolio across six business segments: Property: Vinhomes luxury apartments & villas, Vincom and Vincom Mega Mall shopping centers, and Vincom Office space for lease; Hospitality and entertainment: 5-star Vinpearl Resort, upscale Vinpearl Luxury resorts, Vinpearl Land amusement parks and family entertainment centers, Vinpearl Premium resorts and villas, and Vinpearl Golf Club; Retail: VinMart supermarkets,VinMart⁺ convenience stores, VinFashion, VinDS chain of specialty retail stores, VinPro electronics and appliance stores, and Adayroi comprehensive E-commerce platform.

In addition to these three business segments, Vingroup participates in other segments aimed at improving the quality of life for the Vietnamese people. Among these segments are Healthcare: Vinmec quality healthcare services;Education: Vinschool quality education, and Agriculture: VinEco – Trusted quality source of food and the Group’s newest sector.

Vingroup was listed on the HOSE on 7 September 2007. More information on the Group can be found atwww.vingroup.net.

Issued by: Vingroup Joint Stock Company (VIC), No.: 47/2015/QD-HDQT-VINGROUP

Date: 10 July 2015