Vinaland : VNL AGM 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.

If you have sold or otherwise transferred all of your Shares in Vinaland Limited (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.

VINALAND LIMITED

(an exempted company incorporated in the Cayman Islands with registration number ( MC - 154178)

Notice of Annual General Meeting

Notice of the Annual General Meeting ("AGM") of the Company to be held at 3.30 p.m. (U.K. time) on 14 December 2018 at the Trafalgar Room 2, The Institute of Directors, 116 Pall Mall, London SW1Y 5ED United Kingdom, is reproduced on pages 9 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 in accordance with the instructions set out thereon 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 5:00 p.m. (Singapore time) on 6 December 2018

CONTENTS
Page
ACTION TO BE TAKEN BY SHAREHOLDERS	3
EXPECTED TIMETABLE OF PRINCIPAL EVENTS	4
LETTER FROM THE CHAIRMAN	5
DEFINITIONS	8
NOTICE OF ANNUAL GENERAL MEETING	9
EXPLANATORY NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING	11
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ACTION TO BE TAKEN BY SHAREHOLDERS

PLEASE COMPLETE AND RETURN THE FORM OF PROXY TO INDICATE HOW YOU WISH TO VOTE AT THE AGM.

Complete and return the Form of Proxy for the AGM as soon as possible and in any event not later than 5:00 p.m. (Singapore time) on 6 December 2018.

The Board recommends that Shareholders vote FOR all Resolutions proposed at the AGM.

Forms of Proxy must be completed and returned in accordance with the instructions set out thereon 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 5:00 p.m. (Singapore time) on 6 December 2018.

If Shareholders have any queries regarding the completion of the Form of Proxy please contact Mr Michael Truong of VinaCapital Investment Management Limited, by telephone on [phone] or by e-mail [e-mail]. Please note that the Investment Manager can only give procedural advice and is not authorised to provide Shareholders with investment advice.

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EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Latest time and date for receipt of Forms of Proxy

5:00 p.m. (Singapore time) on 6 December 2018

Time and date of AGM

3.30 p.m. (U.K. time) on 14 December 2018

Announcement of results of the AGM

14 December 2018

Last day of dealings in Shares on AIM

21 December 2018

Expected time and date of the Delisting becoming effective

7:00 a.m. (U.K. time) on 24 December 2018

If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by announcement through a Regulatory Information Service.

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LETTER FROM THE CHAIRMAN

VINALAND LIMITED

(incorporated in the Cayman Islands, with registered company number MC - 154178)

Directors:	Registered office:
Michel Casselman (Chairman)	PO Box 309
Ian Lydell	Ugland House
Charles Isaac	Grand Cayman
Tran Trong Kien	KY1-1104
Cayman Islands
20 November 2018
Dear Shareholders

The financial statements of the Company for the financial year ended 30 June 2018 were published 28 September 2018 and have also been posted on the Company's website atwww.vnl-fund.com. The formal Notice of AGM and the business to be considered at the Company's AGM is reproduced on pages 9 to 11 of this document.

Proposed cancellation of the Shares from trading on AIM

In addition to the normal business to be considered at the AGM, the Directors are proposing a special shareholder resolution to approve the cancellation of the Shares from trading on AIM (the "Delisting Resolution").

As announced on the 23 July 2018, following the completion of the disposal of the 196HVT and SGPY projects, and in accordance with paragraph 5.6 of the AIM Note for Investing Companies (which forms part of the AIM Rules), the Company had disposed of substantially all of its assets and had a period of 12 months from the date of the disposals to begin an orderly wind up of the Company and cancellation of the Company's shares from trading on AIM.

Also, on 16 November 2018, the Company announced a final distribution of USD0.31 per Share from the Company's share premium account to Shareholders on the register on 29 November 2018, and to be paid on 5 December 2018.

Following this distribution, the Company will have distributed substantially all of its distributable reserves, save for a retention of approximately USD1.3million that will be used to fund the final liquidation of the Company. Following the final liquidation in 2019, the Company will assess the level of funds remaining and make a decision as to whether a further final distribution to shareholders will be made. The Investment Manager will shortly commence the winding up of the Company's remaining SPVs with the intention of having completed this process by the end of March 2019. Following the conclusion of this process, the Board proposes to convene an extraordinary general meeting of the Company to formally pass a resolution for the winding-up of the Company and the appointment of liquidators to complete the liquidation of the Company.

Taking into account the current position of the Company and the proposed process for liquidation, the Directors believe that it is now an appropriate time to proceed with the cancellation of the Shares from trading in AIM (the "Delisting"), in order, amongst other things, to remove the direct and indirect costs to the Company associated with maintaining the Company's AIM quotation, which are no longer financially justifiable.

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