Vietnam Infrastructure : VNI EGM Circular

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. WHEN CONSIDERING WHAT ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK INDEPENDENT FINANCIAL ADVICE FROM YOUR FINANCIAL ADVISER.

This document does not constitute or form part of any offer or invitation to purchase, otherwise acquire or subscribe for, sell, otherwise dispose of or issue any security. This document does not constitute a prospectus or prospectus equivalent document. An AIM admission document for the Company relating to the proposed admission of trading on AIM of the Listed Portfolio Shares will be published in due course. Upon publication, a copy of the AIM admission document will be available on the Company's website www.vinacapital.com/vni/.
If you have sold or otherwise transferred all of your Ordinary Shares in the Company, please send this document and the accompanying Form of Proxy, as soon as possible, to the purchaser or transferee or to the other person through whom the sale or transfer was effected for transmission to the purchaser or transferee.
The distribution of this document, together with the accompanying Form of Proxy, into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession such documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction.

VIETNAM INFRASTRUCTURE LIMITED

(an exempted company incorporated in the Cayman Islands with registration number MC- 180747)

Recommended proposals to amend the Articles of Association and related matters and Notice of Extraordinary General Meeting

Edmond de Rothschild Securities (UK) Limited and Grant Thornton UK LLP, which are authorised and regulated by the FCA, are acting for the Company and for no-one else in connection with the matters described herein and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the contents of this circular or any transaction or arrangement referred to herein.
Notice of an Extraordinary General Meeting of the Company to be held at 3.00 p.m. (Hong Kong Time) on
19 June 2015 at Conrad Hotel, One Pacific Place, Pacific Place, 88 Queensway, Hong Kong is set out on pages 10 to 11 of this document.
A Form of Proxy for the purpose of voting FOR or AGAINST the Resolutions accompanies this document and, to be valid, must be completed and returned by mail or facsimile to Standard Chartered Bank, Level
3, 7, Changi Business Park Crescent, Singapore 486028 by no later than 6.00 p.m. (Singapore time) on
16 June 2015.

CONTENTS

Page
EXPECTED TIMETABLE	3
LETTER FROM THE CHAIRMAN	4
DEFINITIONS	8
NOTICE OF EXTRAORDINARY GENERAL MEETING	10
ANNEX - THE AMENDED ARTICLES	12

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EXPECTED TIMETABLE

Latest time and date for receipt of Forms of Proxy	6.00 p.m. (Singapore Time) on 16 June 2015
Time and date of Extraordinary General Meeting	3.00 p.m. (Hong Kong Time) on 19 June 2015
Announcement of results of Extraordinary General Meeting	19 June 2015

The times and dates set out in the expected timetable and mentioned throughout this document may, in certain circumstances, be adjusted by the Company, in which event details of the new times and dates will be notified, as required, to the London Stock Exchange and, where appropriate, Shareholders and an announcement will be made through a Regulatory Information Service.

All references to times in this document are to London Time unless otherwise stated.

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PART 1 LETTER FROM THE CHAIRMAN VIETNAM INFRASTRUCTURE LIMITED

(an exempted company incorporated in the Cayman Islands with registration number MC-180747)

Dear Shareholder,

Recommended proposals to amend the articles of association and related matters

1. Extraordinary General Meeting

On 15 December 2014, the Company announced that Shareholders had voted to approve the proposals, as set out in the November 2014 Circular, to restructure the Company so as to allow long-term investors to retain an investment in Vietnam, whilst providing those Shareholders who wish to realise their investment with an opportunity for a phased exit.
Following the passing of the December 2014 Resolutions the Company and its advisers have been working to implement the proposals contained within the November 2014 Circular. It has taken longer than anticipated to receive approval of the application for the authorisation of VVF (the formal name of which is Forum One - VCG Partners Vietnam Fund) from the CSSF. However, as announced by the Company on 29 April 2015, approval has now been received and the CSSF has notified Forum One that it has been registered into the Official List of UCITS authorised in Luxembourg and its first sub-fund, VVF has been authorised. The Company is now required to make various applications to the Vietnamese regulatory authorities including an application to the Vietnamese State Securities Commission for formal approval of the contribution in kind of the Listed Portfolio to VVF and this process is underway. Following receipt of the relevant approvals the Company will complete the process of separating the listed and private equity components of its portfolio into two distinct pools, the Listed Portfolio and the Private Equity Portfolio, represented by two separate share classes. As explained in the November 2014 Circular, this will be achieved by: (i) redesignating the existing issued Ordinary Shares as Private Equity Shares; and (ii) undertaking a bonus issue to Shareholders on the register at the Record Date of a new class of Listed Portfolio Shares on a one-for-one basis (the 'Share Capital Restructuring Proposals'). It is envisaged that the Share Capital Restructuring Proposals will be completed shortly after receipt of the final approval from the Vietnamese regulatory authorities and in any event by no later than 30 September 2015.
Resolution 1 passed at the December 2014 EGM ('Resolution 1'), granted the Directors the authority to effect the Share Capital Restructuring Proposals at such time and date as the Board determined (the 'Effective Date') but being not later than 30 June 2015. However, due to the unanticipated delay in the timetable in receiving the relevant approval from the CSSF, the Board is now seeking Shareholder consent to extend the long stop date in respect of the Effective Date from 30 June 2015 to 30 September
2015 and accordingly Resolution 1 is being put again to Shareholders in the same format as set out in the November 2014 Circular save for the extension to the Effective Date. If the resolution is approved by Shareholders the long stop date for the Record Date will also be extended from 30 June 2015 to 30
September 2015.
As explained in the November 2014 Circular the Ordinary Shares, redesignated as Private Equity Shares, will remain admitted to trading on AIM and the Company intends to seek the admission to trading on AIM of the Listed Portfolio Shares. Following Admission of the Listed Portfolio Shares, the Company will

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undertake two separate tender offers in the 12 month period following Admission pursuant to which holders of the Listed Portfolio Shares will be offered the right to tender, for repurchase by the Company, a portion of their Listed Portfolio Shares in consideration for the transfer by the Company of VVF Shares. All Listed Portfolio Shares not repurchased by the Company on the First Repurchase Day or the Second Repurchase Day will be compulsorily repurchased by the Company in consideration for the transfer of VVF Shares on the date being 12 months after the First Repurchase Day so that no Listed Portfolio Share will remain in issue, at which point the admission of the Listed Portfolio Shares to trading on AIM will be cancelled.
The Directors are conscious that the first opportunity for Shareholders to exit the Company through the repurchase of Listed Portfolio Shares has been delayed due to the proposals for the restructuring of the Company (as set out in the November 2014 Circular) taking longer to complete than anticipated. Accordingly, in order to assist those Shareholders who wish to exit the Company the Directors propose to vary the proposals contained in the November 2014 Circular by increasing the maximum aggregate percentage of Listed Portfolio Shares which may be repurchased by the Company on the First Repurchase Day from 33.3 per cent. to 50 per cent. of all Listed Portfolio Shares (the 'First Repurchase Proportion Increase'). The maximum aggregate percentage of Listed Portfolio Shares available to be repurchased at the Second Repurchase Day will remain as originally proposed by the Directors in the November 2014 Circular, being 50 per cent. of all outstanding Listed Portfolio Shares in issue on the Second Repurchase Day.
The New Articles, which were approved by Shareholders at the December 2014 EGM and are to be adopted at the Effective Date, set out the maximum aggregate amount (as a percentage) of Listed Portfolio Shares available to be repurchased by the Company at the relevant Repurchase Days. The Company is therefore seeking Shareholder approval to replace the New Articles and adopt the Amended Articles with effect from the Effective Date. The class rights of the Listed Portfolio Shares and the Private Equity Shares as set out in the Amended Articles will be the same as set out in the New Articles save that: (i) the maximum aggregate percentage of Listed Portfolio Shares available to be tendered for repurchase at the First Repurchase Day will be increased from 33.3 per cent. to 50 per cent.; and (ii) should a Repurchase Day fall on a Saturday, Sunday or public holiday in London or Singapore, it will be set as the next business day. The Exit Discount as set out below (and replicated in the Amended Articles) will remain as originally proposed.

Repurchase Day	Maximum aggregate percentage of Listed Portfolio Shares available to be tendered for repurchase	Exit Discount
21 days after admission of the Listed Portfolio Shares to trading on AIM (the 'First Repurchase Day')	50% of all Listed Portfolio Shares	4%
Six months after the First Repurchase Day (the 'Second Repurchase Day')	50% of the outstanding Listed Portfolio Shares in issue on the Second Repurchase Day	2%

The New Articles were drafted prior to the formation of VVF and as VVF has now been established, the Directors propose that the definition of VVF should be updated so that the Amended Articles refer to VVF's formal name 'Forum One - VCG Partners Vietnam Fund'. In addition, the New Articles state that the consideration payable in respect of all Listed Portfolio Shares repurchased by the Company shall be satisfied by the transfer by the Company of VVF units. Following the formation of VVF it has been determined that these units will be called VVF Shares and accordingly the Directors propose that the Amended Articles refer to the VVF Shares as opposed to the VVF units. Lastly, the references within the Amended Articles will refer to the long stop date in respect of the Effective Date as being 30 September
2015 as opposed to 30 June 2015. No other changes to the New Articles are being sought and accordingly, save for those changes described in this paragraph, the Amended Articles will be the same as the New Articles.
A clean version of the Amended Articles is annexed to this document and a black-line version showing the proposed amendments to the New Articles will also be available for inspection on the Company's website.

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Accordingly, the Company has today convened an EGM to be held at Conrad Hotel, One Pacific Place, Pacific Place, 88 Queensway, Hong Kong for 3.00 p.m. (Hong Kong time) on 19 June 2015 in order to seek Shareholder approval to:
(i) extend the long stop date in relation to the Effective Date to 30 September 2015 and re- approve the Share Capital Restructuring Proposals;
(ii) vary the proposals approved by Shareholders at the December 2014 EGM by approving the
First Repurchase Proportion Increase; and
(iii) with effect from the Effective Date, adopt the Amended Articles which shall set out the class rights of the Private Equity Shares and the Listed Portfolio Shares.
It is anticipated that completion of the transfer of the Listed Portfolio to VVF in consideration for the issue of VVF Shares to the Company will take place shortly before the Directors determine the Effective Date. Following the determination of the Effective Date and the implementation of the Share Capital Restructuring Proposals the Company will publish an AIM admission document in relation to the admission of the new Listed Portfolio Shares to AIM and such shares will be admitted to AIM three Business Days later. At the time of Admission, the Amended IMA (as referred to in the November 2014
Circular) will also become unconditional.
The Directors have also been advised that VVF will permit redemptions of the VVF Shares on a weekly basis not twice per month as originally stated in the November 2014 Circular. Further details on VVF and the VVF Shares will be contained in the AIM admission document.

2. Action to be taken by Shareholders

The Resolutions will be proposed at the EGM to be held at 3.00 p.m. (Hong Kong time) on 19 June at Conrad Hotel, One Pacific Place, Pacific Place, 88 Queensway, Hong Kong. The formal notice convening the EGM is set out on pages 10 to 11 of this document.
Resolution 1 relating to the extension of the Effective Date and the implementation of the Share Capital
Restructuring Proposals will be proposed as an ordinary resolution.
Resolution 2 relating to the First Repurchase Proportion Increase will be proposed as an ordinary resolution.
Resolution 3 relating to the adoption of the Amended Articles will be proposed as a special resolution. Shareholders are requested to complete and return the accompanying Form of Proxy in accordance with
the instructions printed thereon, regardless of whether Shareholders attend the EGM, as soon as possible by mail or by facsimile but in any event so as to reach:

Standard Chartered Bank

Level 3

7, Changi Business Park Crescent

Singapore 486028

Attn: Securities Services - Fund Services or

By facsimile:

+ (65) 6305 1760

Attn: Securities Services - Fund Services

by no later than 6.00 p.m. (Singapore time) on 16 June 2015

A holder of Ordinary Shares must be on the Register (or where Ordinary Shares are held in Euroclear and/or Clearstream, otherwise beneficially entitled to such Ordinary Shares) by not later than 6.00 p.m. (Singapore time) on 16 June 2015. Changes to entries in the Register after that time shall be disregarded in determining the rights of any Shareholder to attend and vote at such meeting (or to provide voting instructions to the relevant Euroclear and/or Clearstream nominee(s)). Shareholders who wish to attend the EGM in person should follow normal Euroclear and/or Clearstream procedures.

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The quorum for the EGM is two Shareholders present in person or by proxy and entitled to vote at the meeting. In the event that a quorum is not achieved, the EGM will be adjourned until the same time on 26
June 2015, and the adjourned EGM will be held at the same place as the originally scheduled meeting.
If Shareholders have any queries regarding the completion of the Form of Proxy, they should contact David Dropsey of VinaCapital Investment Management Ltd, by telephone on [phone] or by e- mail at [e-mail]. Shareholders should note that the Investment Manager can only give procedural advice and is not authorised to provide investment advice.

3. Directors' recommendation

The Board unanimously recommends that Shareholders vote in favour of the Resolutions to be passed at the EGM.

Shareholders should note that the implementation of the proposals referred to in this document and in the November 2014 Circular is subject to the consent and approval of regulators in several jurisdictions. The failure to secure the timely consent of one or more of these approvals may delay or prevent the proposals proceeding.
Yours faithfully

Rupert Carington

Chairman

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DEFINITIONS

'Admission'	admission of the Listed Portfolio Shares to trading on AIM
'AIM'	the AIM market of the London Stock Exchange
'Amended Articles'	the amended and restated memorandum and articles of association of the Company to be adopted at the EGM and to take effect on the Effective Date
'Amended IMA'	the amended and restated investment management agreement entered into between the Investment Manager and the Company
'Board' or 'Directors'	the board of directors of the Company
'Business Days'	any day (except Saturday or Sunday) on which the banks are open for usual business in London
'Company'	Vietnam Infrastructure Limited
'Clearstream'	the system of paperless settlement of trades and the holdings of shares without share certificates administered by Clearstream Banking S.A.
'CSSF'	the Commission de Surveillance du Secteur Financier of Luxembourg
'December 2014 EGM'	the extraordinary general meeting of the Company held on 15 December 2014 at which all of the December 2014 Resolutions were tabled and passed
'December 2014 Resolutions'	the resolutions set out in the notice of extraordinary general meeting contained in the November 2014 Circular all of which were passed by Shareholders on 15 December 2014
'Effective Date'	such time and date as shall be determined by the Board in its sole discretion (but not being later than 30 September 2015)
'EGM'	the extraordinary general meeting of the Company convened for 3.00 p.m. (Hong Kong Time) on 19 June 2015 at Conrad Hotel, One Pacific Place, Pacific Place, 88 Queensway, Hong Kong
'Euroclear'	the system of paperless settlement of trades and the holding of shares without share certificates administered by Euroclear Bank SA
'Exit Discount'	the relevant percentage discount to the then current net asset value per Listed Portfolio Share applicable to Listed Portfolio Shares tendered for repurchase on the First Repurchase Day or the Second Repurchase Day (as the case may be), as set out in the table in Part 1 of this document
'First Repurchase Day'	the first opportunity for holders of Listed Portfolio Shares to tender Listed Portfolio Shares for repurchase by the Company in exchange for VVF Shares (subject to the applicable Exit Discount) further details of which are set out in Part 1 of this document
'First Repurchase Proportion Increase'	the proposed increase of the maximum aggregate percentage of Listed Portfolio Shares which may be repurchased by the Company on the First Repurchase Day from 33.3 per cent. to 50 per cent., further details of which are set out in Part 1 of this document

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'Form of Proxy'	the proxy form for use in connection with the EGM, and which accompanies this document
'Forum One'	an investment company with variable capital (SICAV) with multiple sub- funds incorporated under the Luxembourg Law of 17 December 2010 on undertakings for collective investment, registered with the Registry of Trade and Companies of Luxembourg under number B188605 and regulated by the CSSF
'Listed Portfolio'	the portfolio of listed securities held by the Company and to be contributed by the Company to VVF
'Listed Portfolio Shares'	the new class of shares of US$0.01 par value designated as 'Listed Portfolio Shares', having the rights set out in the Amended Articles
'London Stock Exchange'	the London Stock Exchange plc
'New Articles'	the memorandum and articles of association approved by the Shareholders on 15 December 2014 and to take effect on the Effective Date and subject to the passing of the relevant resolution at the EGM to be replaced by the Amended Articles
'Notice of EGM'	the notice of the EGM set out on pages 10 to 11 of this document
'November 2014 Circular'	the circular dated 21 November 2014 sent to Shareholders convening the December 2014 EGM
'Ordinary Shares'	ordinary shares of US$0.01 par value each in the capital of the Company and 'Ordinary Share' shall be construed accordingly
'Private Equity Portfolio'	the private equity assets of the Company
'Private Equity Shares'	the Ordinary Shares redesignated as 'Private Equity Shares' on the Effective Date
'Record Date'	being the date on which the number of Listed Portfolio Shares to be issued to the Shareholders will be determined, being not later than 30 September 2015
'Register'	the Company's register of Shareholders
'Repurchase Day'	as the context requires, any of the First Repurchase Day and the Second Repurchase Day
'Resolutions'	resolutions 1, 2 and 3 to be proposed at the EGM
'Second Repurchase Day'	the second opportunity for holders of Listed Portfolio Shares to tender Listed Portfolio Shares for repurchase by the Company in consideration for the transfer to such holder by the Company of VVF Shares (subject to the applicable Exit Discount) further details of which are set out in Part 1 of this document
'Shareholder'	a holder of existing Ordinary Shares and 'Shareholders' shall be construed accordingly
'US$'	US dollars
'VVF'	Forum One - VCG Partners Vietnam Fund, a sub-fund of Forum One
'VVF Shares'	shares in VVF issued by VVF to the Company

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VIETNAM INFRASTRUCTURE LIMITED NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Vietnam Infrastructure Limited (the 'Company') will be held at Conrad Hotel, One Pacific Place, Pacific Place, 88 Queensway, Hong Kong at 3.00 p.m. (Hong Kong Time) on 19 June 2015 for the purpose of considering and, if thought fit, passing the following resolutions which, in the case of resolution 1 and 2 will be proposed as ordinary resolutions and, in the case of resolution 3, will be proposed as a special resolution:

ORDINARY RESOLUTIONS

1. THAT, with effect from such time and date as shall be determined by the board of directors of the Company (the 'Board') in its sole discretion (but not being later than 30 September
2015) (the 'Effective Date'):
(a) 5,000,000,000 ordinary shares of US$0.01 par value each in issue or otherwise in the authorised share capital of the Company be designated as Private Equity Shares (each, a 'Private Equity Share') and the remaining 5,000,000,000 ordinary shares of US$0.01 par value each in the authorised share capital of the Company be designated as Listed Portfolio Shares (each, a 'Listed Portfolio Share') so that the authorised share capital of the Company is US$100,000,000 divided into 5,000,000,000 Private Equity Shares of US$0.01 par value each, having the rights as set out in the Amended Articles (as such term is defined in Resolution 3 below) and 5,000,000,000 Listed Portfolio Shares of US$0.01 par value
each, having the rights as set out in the Amended Articles (as defined below) (the
'Designation');
(b) the Company effect a bonus issue of Listed Portfolio Shares by capitalising an amount up to US$5,000,000 standing to the credit of the Company's share premium account, and applying such sum towards the allotment and issue of up to 500,000,000 Listed Portfolio Shares, in each case credited as fully paid, to the members appearing on the register of members of
the Company as holders of Private Equity Shares on a one for one basis in proportion to the number of Private Equity Shares held by them respectively as at a record date determined
by the Board in their sole discretion but not being later than 30 September 2015 (the 'Bonus

Issue'); and

(c) each of the Directors of the Company be authorised, approved and directed on behalf of the Company, to execute such further documents and take such further actions as each such Director shall deem necessary, appropriate or advisable in order to carry out the intent and purposes of the Bonus Issue and/or Designation and any and all actions taken by any Director of the Company with respect to the Bonus Issue and/or the Designation (including their prior execution and delivery of any document by a Director) be ratified, approved and confirmed and adopted in all respects.
2. THAT, subject to Resolution 1 above being passed, the First Repurchase Proportion Increase (as defined in the circular to shareholders dated 20 May 2015 (the 'Circular')) be and is hereby approved.

SPECIAL RESOLUTION

3. AS A SPECIAL RESOLUTION THAT, with effect from the Effective Date (as defined in Resolution 1 above) the Memorandum and Articles of Association of the Company currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of the Amended and Restated Memorandum and Articles of Association in the form annexed to this Notice of EGM and Circular (the 'Amended Articles').
Dated: 20 May 2015

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Registered Office:

PO Box 309
Ugland House Grand Cayman KY1-1104
Cayman Islands
By Order of the Board
Standard Chartered Bank
Level 3
7, Changi Business Park Crescent
Singapore 486028

Administrator's delegate

Notes:

1. A Shareholder entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of him or her. A proxy need not be a member of the Company. A Form of Proxy is enclosed with this notice. Completion and return of the Form of Proxy will not preclude Shareholders from attending or voting at the meeting, if they so wish.

2. To be valid, the Form of Proxy, together with the power of attorney or other authority, if any, under which it is executed (or a notarially certified copy of such power of attorney) must be deposited with:

Standard Chartered Bank

Level 3

7, Changi Business Park Crescent

Singapore 486028

Attn: Securities Services - Fund Services or

By facsimile:

+ (65) 6305 1760

Attn: Securities Services - Fund Services

by no later than 6.00 p.m. (Singapore time) on 16 June 2015

3. A holder of Ordinary Shares (or the beneficial title thereto) must first have his or her name entered on the Register (or where ordinary shares are held in Euroclear or Clearstream otherwise be beneficially entitled to such Ordinary Shares by) not later than 6.00 p.m. (Singapore time) on 16 June 2015. Changes to entries in that Register after that time shall be disregarded in determining the rights of any holders to attend and vote at such meeting (or to provide voting instructions to the relevant Euroclear or Clearstream nominee).

4. A copy of the Amended Articles is annexed to this Notice of EGM and will also be available on the Company's website for inspection and at the offices of Wragge Lawrence Graham & Co LLP, 4 More London Riverside, London SE1 2AU during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) from the date of this document until the end of the EGM and at the meeting venue itself for at least 15 minutes prior to the EGM until the end of the EGM.

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