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 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 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 15 October 2015.
RESOLVES THAT:
Article 1: To increase the Charter Capital of Vingroup as follows:
1. Registered charter capital: VND 18,460,745,440,000
2. Increased amount: VND 23,596,760,000
3. Amended charter capital (upon the increase): VND 18,484,342,200,000
(In words: Eighteen trillion four hundred eighty four billion, three hundred forty two million two hundred thousand dongs)
4. Date of amendment: 14 October 2015
5. Form of charter capital increase: issuance of additional shares for the conversion of International Bonds into shares (batch 59-61)
6. Upon the increase of charter capital, the shareholding structure shall be changed as follows:
| No.
| Name of Shareholder | Total number of shares upon the increase in charter capital (share) | Total value of the shareholding upon the increase in charter capital (VND) | Percentage of the shareholding (%) |
| 1 | Pham Hong Linh (founding shareholder) | 7,373,208 | 73,732,080,000 | 0.40 |
| 2 | Other shareholders | 1,841,061,012 | 18,410,610,120,000 | 99.60 |
|
| Total | 1,848,434,220 | 18,484,342,200,000 | 100 |
Article 2: To amend Schedule 2 of the current Vingroup Charter to be compatible with the aforementioned shareholding structure, as follows:
Amend Schedule 2: Details of Vingroup’s Charter Capital
Assign the Legal Representative of Vingroup to issue an amended Schedule of the current Vingroup Charter, updated with the revised content mentioned above.
Article 3: Implementation authority
Assign 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 USD3.3 billion as of 20 October 2015, are the largest listed developer and manager of real estate, hospitality and entertainment properties in Vietnam. The Group has a diversified portfolio across six business segments: Property, Hospitality and Entertainment, Consumer Retail, Healthcare, Education, and Agricultural Products. Property brands include Vinhomes luxury apartments and villas, Vincom quality shopping malls, and Vincom Office. The Hospitality and Entertainment segment comprise 5-star Vinpearl Hotels & Resorts, Vinpearl Land amusement parks and family entertainment centers, Vinpearl Golf Club, Vincharm spas, and Almaz culinary and convention center. Consumer Retail includes VinMart supermarkets and convenience stores, VinPro electronics and appliance stores, VinFashion, VinDS, and Adayroi e-commerce. The remaining business segments target social and infrastructure services and include Vinmec quality healthcare, Vinschool, and VinEco agricultural products.
The Group’s complementary products and services are aimed “to create a better life for the Vietnamese people.”.
Vingroup was listed on the HOSE on 7 September 2007. More information on the Group can be found at www.vingroup.net.
Issued by: Vingroup Joint Stock Company (VIC), No.: 61/2015/QD-HDQT-VINGROUP
Date: 19 October 2015
| For enquiries, please contact Vingroup JSC Vinhomes Riverside Eco-Urban Area Viet Hung Ward, Long Bien District, Hanoi, Vietnam Investor Relations Contact Tel: +84 3974 9999 / ext. 926 E-mail: [email protected] | Legal Contact Tel: +84 3974 9999/ ext.770 Email: [email protected] |