VFSWW VinFast Auto Ltd

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of May 2024

 

Commission File Number: 001-41782

 

VinFast Auto Ltd.

 

Dinh Vu – Cat Hai Economic Zone

Cat Hai Islands, Cat Hai Town, Cat Hai District

Hai Phong City, Vietnam

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F  x   Form 40-F  ¨

 

 

 

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

 

 

The Board of Directors (the "Board") of VinFast Auto Ltd., a Singaporean private limited company (“VinFast” or the "Company") set the date for its 2024 Annual General Meeting of Shareholders to be on June 27, 2024 at 9 a.m. (Eastern Time) (the “Annual General Meeting”).

 

The record date for determining shareholders entitled to notice of, and to vote at, the Annual General Meeting is the close of business on May 9, 2024.

 

In connection with the Annual General Meeting, VinFast will mail, on or about May 24, 2024, to its shareholders a proxy card, a notice of the Annual General Meeting, and, for the Company’s registered shareholders only, a proxy form, all of which are attached hereto as Exhibits 99.1, 99.2, and 99.3 respectively. Those documents will contain information on how to electronically access: (i) the proxy statement, attached hereto as Exhibits 99.4; (ii) the Company’s annual report; and (iii) once it is available, the Audited Financial Statements (which are audited and reported on based on the Singapore Financial Reporting Standards (International) as required under the Companies Act 1967 of Singapore) for the financial year ended December 31, 2023, together with the Auditor's Report thereon.

 

The proxy card, attached as Exhibit 99.1 to this Report on Form 6-K, is to be completed according to the instructions set forth in the Proxy Statement. Holders of VinFast’s shares should review the instructions set forth in the proxy statement in order to vote their VinFast shares at the Annual General Meeting.

 

 

EXHIBIT INDEX

 

Exhibits

 

99.1	Proxy Card for VinFast Auto Ltd.
99.2	Notice of Annual General Meeting of Shareholders
99.3	Proxy Form for registered shareholders related to the Annual Meeting
99.4	Proxy Statement

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	VinFast Auto Ltd.
Date: May 24, 2024	By:	/s/ Le Thi Thu Thuy
		Name:	Le Thi Thu Thuy
		Title:	Chairwoman and Director

 

 

 

Exhibit 99.3

 

VINFAST AUTO LTD.

(Incorporated in the Republic of Singapore)

(Company Registration No: 201501874G)

 

PROXY FORM

 

 

I/We*, _______________________________________________________________________ (Name), NRIC/Passport Number/Company Registration Number*____________________________________________________ of ___________________________________(Address) being a member/members* of VINFAST AUTO LTD. (the “Company”), hereby appoint:

 

Name	NRIC/Passport No.	Proportion of Shareholdings
		No. of Shares	%
Address

 

and/or*

 

Name	NRIC/Passport No.	Proportion of Shareholdings
		No. of Shares	%
Address

 

or failing the person, or either or both of the persons, referred to above, the Chairperson of the Meeting as my/our proxy/proxies to vote for me/us on my/our behalf at the annual general meeting ("AGM" or "Meeting") of the Company to be convened and held by way of electronic means on June 27, 2024 at 9:00 a.m. (Eastern Standard Time) and at any adjournment thereof. I/We direct my/our proxy/proxies* to vote for or against the Resolutions proposed at the Meeting as voted as indicated in the proxy card, which accompanied the notice of the 2024 AGM. If no specific direction as to voting is given, the proxy/proxies will vote or abstain from voting at his/her/their discretion, as he/she/they* will on any other matter arising at the Meeting and at any adjournment thereof.

 

No.	Resolutions relating to:	For**	Against**	Abstain**
ORDINARY BUSINESS
1.	To re-elect Pham Nhat Vuong as a Director, who is retiring in accordance with Regulation 110 of the Constitution of the Company.
2.	To re-elect Le Thi Thu Thuy as a Director, who is retiring in accordance with Regulation 110 of the Constitution of the Company.
3.	To re-elect Ling Chung Yee Roy as a Director, who is retiring in accordance with Regulation 110 of the Constitution of the Company.
4.	To re-elect Tham Chee Soon as a Director, who is retiring in accordance with Regulation 110 of the Constitution of the Company.
5.	To re-elect Nguyen Thi Van Trinh as a Director, who is retiring in accordance with Regulation 110 of the Constitution of the Company.
6.	To elect Nguyen Thi Lan Anh as a Director.
7.	To approve and ratify the payment of Directors’ fees of a total amount of US$200,000 for the financial year ended December 31, 2023.
8.	To approve the payment of Directors' fees of a total amount of up to US$500,000 for the financial year ending December 31, 2024.
9.	To approve the payment of Directors' fees of a total amount of up to US$500,000 for the financial year ending December 31, 2025.
10.	To re-appoint Ernst & Young LLP and Ernst & Young Vietnam Limited as the Company’s auditors for the financial year ending December 31, 2024, and to authorize the Directors to fix each of their remunerations.
11.	To receive and adopt the Director's Statement and Audited Financial Statements (which are audited and reported on based on the Singapore Financial Reporting Standards (International) as required under the Companies Act 1967 of Singapore) for the financial year ended December 31, 2023, together with the Auditor's Report thereon.

 

 

SPECIAL BUSINESS
12.	To consider, and if thought fit, to pass the following resolution as an Ordinary Resolution:   "RESOLVED THAT authority be and is hereby given to the directors of the Company ("Directors") to:   (a)  (i) issue shares in the capital of the Company ("Shares"), whether by way of rights, bonus or otherwise; and/or (ii) make or grant offers, agreements, options, performance units, restricted share units, or other compensatory equity awards (collectively, "Instruments") that might or would require Shares to be issued, whether such issuance would occur during or after the expiration of this authority, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures, securities, rights, units, purchase contracts or other Instruments convertible into Shares, at any time and upon such terms and conditions and for such purposes and to such person(s) as the Directors may in their absolute discretion deem fit, and with such rights or restrictions as the Directors may think fit to impose and as are set forth in the Constitution of the Company; and   (b)  (notwithstanding that the authority conferred by the resolution of the shareholders of the Company may have ceased to be in force) issue Shares in pursuance of any Instrument made or granted by the Directors while the resolution of the shareholders is in force,   provided that:   (A)  in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Companies Act 1967 of Singapore for the time being in force and the Constitution for the time being of the Company; and   (B)  (unless revoked or varied by the Company in general meeting) the authority conferred by this Resolution shall continue in force until the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required by law to be held, whichever is the earlier."

 

*Delete where inapplicable

 

**If you wish to use all your votes “For”, “Against” or “Abstain”, please indicate with a “√” within the box provided. Otherwise, please indicate number of votes “For”, “Against” or “Abstain” for each resolution within the box provided. If you mark “√” in the “Abstain” box for a particular resolution, you are directing your proxy(ies) not to vote on that resolution.

 

Dated this           day of            2024

 

		Total number of Shares in Register of Members	No. of Shares

 

Signature of Member(s)

or Common Seal of Corporate Member

 

 

VinFast Auto Ltd.

Proxy Form

 

Notes:

 

1.

Please insert the total number of Shares held by you. If no number is inserted, the form of proxy shall be deemed to relate to all the Shares held by you.

 

2.

A member of the Company will not be able to physically attend the AGM. Such member who wishes to exercise his/her/its voting rights at the AGM may (whether the member is an individual or a corporate): (a) appoint a proxy(ies) (other than the Chairperson of the Meeting) to vote by poll on his/her/its behalf; or (b) appoint the Chairperson of the Meeting as his/her/its proxy to vote by poll on his/her/its behalf. A proxy need not be a member of the Company.

 

3.

A member who is not a relevant intermediary is entitled to appoint not more than two proxies to attend and vote at the AGM. Where such member's instrument appointing a proxy(ies) appoints more than one proxy, the proportion of shareholding concerned to be represented by each proxy shall be specified in this Proxy Form.

 

4.

A proxy representing more than one member shall only count as one member for the purpose of determining the quorum of the AGM. Where a member is represented by more than one proxy, such proxies shall count as only one member for the purpose of determining the quorum of the AGM.

 

5.

A member who is a relevant intermediary is entitled to appoint more than two proxies to attend and vote at the AGM, but each proxy must be appointed to exercise the rights attached to a different share or shares held by such member. Where such member's Proxy Form appoints more than two proxies, the number and class of shares in relation to which each proxy has been appointed shall be specified in the Proxy Form.

 

“Relevant intermediary” has the meaning ascribed to it in Section 181 of the Companies Act 1967.

 

6.

A registered member who wishes to appoint a proxy to vote on his/her/its behalf at the AGM must complete and sign this Proxy Form, before depositing a hard copy (whether in person or by post) at Proxy Services c/o Continental Trust Services, 1 State Street, New York, NY USA 10004 no later than 9:00 p.m. on June 24, 2024 (Singapore time), being seventy-two hours before the time appointed for the AGM.

 

7.

If a member wishes to revoke this Proxy Form and voting instruction, such member must provide appropriate written notice to Proxy Services c/o Continental Trust Services, 1 State Street, New York, NY USA 10004, no less than 72 hours prior to the AGM. If any person's Shares in the Company are held in "street name" through a broker, bank, nominee, or other institution, such person should contact the broker, bank, nominee, or other institution which holds their Shares in the Company to determine how to change or revoke their voting instructions.

 

8.

In the case of an individual member, this Proxy Form must be signed by the appointor or his/her attorney. Where this Proxy Form is signed or authorised on behalf of the appointor by an attorney, the letter or power of attorney or a duly certified copy thereof must (failing previous registration with the Company) be lodged with this Proxy Form, failing which this Proxy Form will be treated as invalid.

 

9.

Where this Proxy Form is executed by a corporation, this Proxy Form must be given under its common seal, executed as a deed in accordance with the Companies Act 1967 of Singapore or signed on its behalf by an attorney or a duly authorised officer of the corporation, or in some other manner approved by the Directors of the Company.

 

10.

The Directors of the Company may, for the purposes of paragraph 8 and 9 above, designate procedures for authenticating this Proxy Form, and any such Proxy Form not so authenticated by use of such procedures shall be deemed not to have been received by the Company. The Directors of the Company may in their absolute discretion (a) approve the method and manner for an instrument appointing a proxy to be authorised; and (b) designate the procedure for authenticating an instrument appointing a proxy.

 

11.

A corporation which is a member may authorise by resolution of its directors or other governing body such person as it thinks fit to act as its representative at the Meeting, in accordance with Section 179 of the Companies Act 1967 of Singapore.

 

PERSONAL DATA PRIVACY:

 

By submitting an instrument appointing a proxy(ies) and/or representative(s), the member accepts and agrees to the personal data privacy terms set out in the Notice of Annual General Meeting dated May 24, 2024.

 

GENERAL:

 

The Company shall be entitled to reject this Proxy Form if it is incomplete, improperly completed or illegible, or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in this Proxy Form (including any related attachment).

 

 

 

Exhibit 99.4

 

 

 

VINFAST AUTO LTD.

(Incorporated in the Republic of Singapore)

(Company Registration Number 201501874G)

 

PROXY STATEMENT

for the

ANNUAL GENERAL MEETING

of

VINFAST AUTO LTD.

("VinFast" or "Company")

 

To Be Held on June 27, 2024

9.00 a.m. (Eastern Standard Time) at

https://www.cstproxy.com/vinfastauto/2024

 

PART I – INFORMATION ABOUT THE ANNUAL GENERAL MEETING

 

We are furnishing this Proxy Statement, dated as of May 24, 2024 (the "Proxy Statement"), in connection with the solicitation by our Board of Directors (the "Board" or "Directors", and each a "Director") of proxies to be voted at the annual general meeting of our shareholders, to be held on June 27, 2024 or at any adjournments thereof (the "AGM"), for the purposes of voting on the Resolutions to be considered at the AGM (the “Resolutions” and each, a “Resolution”), as set forth in the Notice of Annual General Meeting of Shareholders, dated as of May 24, 2024 (the "AGM Notice"). Unless the context requires otherwise, references in this Proxy Statement to "the Company", "VinFast", "we", "us", "our" and similar terms, shall mean VinFast Auto Ltd. and its subsidiaries.

 

This Proxy Statement and the AGM Notice are each being published for the benefit of all holders of VinFast ordinary shares ("VinFast Shares") ("VinFast Shareholders") at https://www.cstproxy.com/vinfastauto/2024 (the “Portal”) and will be furnished to the U.S. Securities and Exchange Commission (the "SEC") on a Report on Form 6-K. If you are a beneficial shareholder holding VinFast Shares other than in registered form as a person whose name is entered in the register of members of VinFast, you hold VinFast Shares in "street name" as, or through, a participant in the Depositary Trust Company (the "DTC"). VinFast has fixed the close of business (Eastern Standard Time) on May 9, 2024 (the "Record Date"), as the record date for determining whether you are entitled to receive printed copies of the Notice of AGM and whether you may access this Proxy Statement, the Audited Financial Statements ( which are audited and reported on based on the Singapore Financial Reporting Standards (International) as required under the Companies Act 1967 of Singapore) for the financial year ended December 31, 2023 (and the accompanying Directors' Statement and the Auditor's Report) (collectively, the “2023 SFRS Financial Statements”) and the annual report to VinFast Shareholders through the Portal.

 

The AGM Notice will be mailed to VinFast Shareholders (as of the Record Date), on or about May 24, 2024. VinFast will bear the cost of the preparation and mailing of these proxy materials and the solicitation of the proxies and will, upon request, reimburse banks, brokerage houses, other institutions, nominees, and fiduciaries for their reasonable expenses in forwarding these solicitation materials to VinFast Shareholders.

 

The AGM Notice will also be given by advertisement in the daily press and in writing to the NASDAQ Stock Exchange.

 

 

Quorum and Required Vote.

 

According to the Constitution of VinFast Auto Ltd., as amended (the "Constitution"), two VinFast Shareholders that are registered holders of shares in our Company as of the Record Date and in accordance with our Constitution ("Member"), present shall form a quorum. Such Member includes a person attending as a proxy and a corporation being a member shall be deemed to be personally present if represented in accordance with the provisions of Section 179(3) of the Singapore Companies Act of 1967 (the "Act") and such corporation’s representative is not otherwise entitled to be present at the meeting as a Member or proxy or as a corporate representative of another Member. A proxy representing more than one Member shall only count as one Member for the purpose of determining the quorum. Where a Member is represented by more than one proxy, such proxies shall count as only one member for the purpose of determining the quorum.

 

The affirmative vote by poll of at least a simple majority of the VinFast Shareholders (as of the Record Date) present and voting, whether in person or by proxy or by attorney and (in the case of a corporation) by a representative, is required at the AGM for the following resolutions:

 

As Ordinary Business

 

1.

Ordinary Resolution 1: To re-elect Pham Nhat Vuong as a Director, who is retiring in accordance with Regulation 110 of the Constitution of the Company;

 

2.

Ordinary Resolution 2: To re-elect Le Thi Thu Thuy as a Director, who is retiring in accordance with Regulation 110 of the Constitution of the Company;

 

3.

Ordinary Resolution 3: To re-elect Ling Chung Yee Roy as a Director, who is retiring in accordance with Regulation 110 of the Constitution of the Company;

 

4.

Ordinary Resolution 4: To re-elect Tham Chee Soon as a Director, who is retiring in accordance with Regulation 110 of the Constitution of the Company;

 

5.

Ordinary Resolution 5: To re-elect Nguyen Thi Van Trinh, who is retiring in accordance with Regulation 110 of the Constitution of the Company;

 

6.

Ordinary Resolution 6: To elect Nguyen Thi Lan Anh as a Director;

 

7.

Ordinary Resolution 7: To approve and ratify the payment of Directors’ fees of a total amount of US$200,000 for the financial year ended December 31, 2023;

 

8.

Ordinary Resolution 8: To approve the payment of Directors' fees of a total amount of up to US$500,000 for the financial year ending December 31, 2024;

 

9.

Ordinary Resolution 9: To approve the payment of Directors' fees of a total amount of up to US$500,000 for the financial year ending December 31, 2025;

 

10.

Ordinary Resolution 10: To re-appoint Ernst & Young LLP and Ernst & Young Vietnam Limited as the Company’s auditors for the financial year ending December 31, 2024, and to authorise the Directors to fix each of their remunerations.

 

11.

Ordinary Resolution 11: To receive and adopt the Director's Statement and Audited Financial Statements (which are audited and reported on based on the Singapore Financial Reporting Standards (International) as required under the Companies Act 1967 of Singapore) for the financial year ended December 31, 2023, together with the Auditor's Report thereon; and

 

As Special Business

 

12.

Ordinary Resolution 12: To consider, and if thought fit, to pass the following resolution as an Ordinary Resolution:

 

"RESOLVED THAT authority be and is hereby given to the directors of the Company ("Directors") to:

 

(a)

(i) issue shares in the capital of the Company ("Shares"), whether by way of rights, bonus or otherwise; and or (ii) make or grant offers, agreements, options, performance units, restricted share units, or other compensatory equity awards (collectively, "Instruments") that might or would require Shares to be issued, whether such issuance would occur during or after the expiration of this authority, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures, securities, rights, units, purchase contracts or other Instruments convertible into Shares, at any time and upon such terms and conditions and for such purposes and to such person(s) as the Directors may in their absolute discretion deem fit, and with such rights or restrictions as the Directors may think fit to impose and as are set forth in the Constitution of the Company; and

 

 

(b)

(notwithstanding that the authority conferred by the resolution of the shareholders of the Company may have ceased to be in force) issue Shares in pursuance of any Instrument made or granted by the Directors while the resolution of the shareholders is in force,

 

provided that:

 

(A)

in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Companies Act 1967 of Singapore for the time being in force and the Constitution for the time being of the Company; and

 

(B)

(unless revoked or varied by the Company in general meeting) the authority conferred by this Resolution shall continue in force until the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required by law to be held, whichever is the earlier;"

 

(collectively, the "Resolutions", and each a "Resolution").

 

Abstentions and Broker Non-Votes.

 

Under the laws of Singapore, abstentions and "broker non-votes" are considered present and entitled to vote for the purpose of determining whether a quorum is present at the AGM. Abstentions will not be counted in the tabulation of votes cast on a Resolution and are therefore not counted for the purposes of determining whether a Resolution has been approved.

 

A "broker non-vote" will not be counted in the tabulation of votes cast on a Resolution and is therefore not counted for the purposes of determining whether such Resolution has been approved. A "broker non-vote" occurs when a bank, broker, or other nominee holding shares on behalf of a beneficial owner does not vote on a particular Resolution in respect of the relevant ordinary shares held by it because it (i) has not received voting instructions from the beneficial owner of such ordinary shares and (ii) does not have discretionary voting power to vote as to a particular Resolution in respect of such ordinary shares. Please note if you are a beneficial owner, your broker, bank, nominee, or other institution is only entitled to vote your shares on "routine" matters if it does not receive voting instructions from you. The Resolutions are not "routine" matters for the purposes of the broker vote.

 

Persons Entitled to Vote on the Resolutions at the AGM.

 

Registered Members of VinFast: VinFast has convened an AGM to be held on June 27, 2024, to consider and vote upon the Resolutions. You are entitled to vote at the AGM if you are a person whose name is entered in the register of members of VinFast, holding VinFast Shares as of the Record Date. Each outstanding VinFast Share that you own as of the Record Date entitles you to one vote in a poll, and you need not use all your votes or cast all your votes you may use in the same way.

 

Beneficial Shareholders: If you hold VinFast Shares other than in registered form as a person whose name is entered in the register of members of VinFast (i.e. if you hold VinFast Shares in "street name" as, or through, a participant in the DTC), in order for your vote to be counted at the AGM, you must be a VinFast Shareholder as at the Record Date. If you have sold or transferred all of your VinFast Shares, you should immediately forward this Proxy Statement to the purchaser or transferee, or to the broker, bank, nominee, or other institution through whom the sale was effected, for onward transmission to the purchaser or transferee.

 

Manner of Voting.

 

Whether you plan to attend the AGM or not, we urge you to vote by proxy.

 

Registered Member: A person whose name is entered in the register of members of VinFast who wishes to exercise his/her/its voting rights at the AGM may (whether the member is an individual or a corporate): (a) appoint a proxy(ies) (other than the Chairperson of the Meeting) to vote by poll on his/her/its behalf; or (b) appoint the Chairperson of the Meeting as his/her/its proxy to vote by poll on his/her/its behalf. A proxy need not be a member of the Company. The Chairperson shall decline to accept appointment as proxies for any VinFast Shareholder to vote in respect of any of the Ordinary Resolutions, unless specific instructions have been given in the Proxy Form on how the VinFast Shareholder wishes for his/her/its votes to be cast in respect of the said relevant Ordinary Resolutions.

 

A person whose name is entered in the register of members of VinFast (who is not a relevant intermediary within the meaning of the Act) is entitled to appoint not more than two proxies to attend and vote at the AGM. Where such member's instrument appointing a proxy(ies) appoints more than one proxy, the proportion of shareholding concerned to be represented by each proxy shall be specified in the Proxy Form.

 

 

A proxy representing more than one member shall only count as one member for the purpose of determining the quorum of the AGM. Where a member is represented by more than one proxy, such proxies shall count as only one member for the purpose of determining the quorum of the AGM.

 

A person whose name is entered in the register of members of VinFast (who is a relevant intermediary within the meaning of the Act) is entitled to appoint more than two proxies to attend and vote at the AGM, but each proxy must be appointed to exercise the rights attached to a different share or shares held by such member. Where the Proxy Form of such person whose name is entered in the register of members of VinFast appoints more than two proxies, the number and class of shares in relation to which each proxy has been appointed shall be specified in the Proxy Form.

 

A registered member who wishes to appoint a proxy to vote on his/her/its behalf at the AGM must complete and sign the Proxy Form, before depositing a hard copy (whether in person or by post) at Proxy Services c/o Continental Trust Services, 1 State Street, New York, NY USA 10004 no later than 9:00 p.m. on June 24, 2024 (Singapore time), being 72 before the time appointed for the AGM.

 

In the case of an individual member, the Proxy Form must be signed by the appointor or his/her attorney. Where the Proxy Form is signed or authorised on behalf of the appointor by an attorney, the letter or power of attorney or a duly certified copy thereof must (failing previous registration with the Company) be lodged with the Proxy Form, failing which the Proxy Form will be treated as invalid.

 

Where the Proxy Form is executed by a corporation, the Proxy Form must be given under its common seal, executed as a deed in accordance with the Companies Act 1967 of Singapore or signed on its behalf by an attorney or a duly authorised officer of the corporation, or in some other manner approved by the Directors of the Company.

 

The Directors may, for the purposes of the foregoing, designate procedures for authenticating the Proxy Form, and any such Proxy Form not so authenticated by use of such procedures shall be deemed not to have been received by the Company. The Directors may in their absolute discretion (a) approve the method and manner for an instrument appointing a proxy to be authorised; and (b) designate the procedure for authenticating an instrument appointing a proxy.

 

Beneficial Shareholders: If you hold VinFast Shares other than in registered form as a person whose name is entered in the register of members of VinFast (i.e. if you hold VinFast Shares in "street name" as, or through, a participant in the DTC), you have the right to instruct your broker, bank, nominee, or other institution on how to vote the VinFast Shares in your account. Your broker, bank, nominee, or other institution will send a voting instruction form for you to use to direct how your VinFast Shares should be voted. You may not vote your VinFast Shares at the time of the virtual AGM unless you (i) obtain a legal proxy from the DTC (in compliance with the voting requirements under Singapore law) through your broker, bank, nominee, or other institution that holds your VinFast Shares, giving you the right to vote the VinFast Shares instead of the broker, bank, nominee, or other institution holding your VinFast Shares, and (ii) provide a letter or recent account statement from such broker, bank, nominee, or other institution that confirms that you are the beneficial owner of the VinFast Shares.

 

Revocation of Proxy.

 

Registered Member: If you are a "shareholder of record" (i.e., registered holder of VinFast Shares), your proxy may be revoked at any time prior to the time it is voted by providing appropriate written notice to Proxy Services c/o Continental Trust Services, 1 State Street, New York, NY USA 10004, no less than 72 hours prior to the AGM.

 

Beneficial Shareholders: If your VinFast Shares are held in "street name" through a broker, bank, nominee, or other institution, please contact the broker, bank, nominee, or other institution which holds your VinFast Shares to determine how to change or revoke your voting instructions.

 

Shareholders Communications with the Board of Directors

 

Shareholders and other interested parties wishing to communicate with our Board or with an individual member of our Board may do so by writing to the Board or to a particular director by mail to our office at 12777 W Jefferson Blvd, Los Angeles, CA 90066, Attention: Legal Team – Corporate Governance and Securities. The envelope should indicate that it contains shareholder communication.

 

Our Legal Team will review each communication and will forward the communication, as expeditiously as reasonably practicable, to the addressees if: (1) the communication complies with the requirements of any applicable policy adopted by the Board relating to the subject matter of the communication; and (2) the communication falls within the scope of matters generally considered by the Board. To the extent the subject matter of a communication relates to matters that have been delegated by the Board to a committee or to an executive officer of the Company, then our Legal Team may forward the communication to the executive officer or chair of the committee to which the matter has been delegated. The acceptance and forwarding of communications to the members of the Board or an executive officer does not imply or create any fiduciary duty of the Board members or executive officer to the person submitting the communications.

 

Information may be submitted confidentially and anonymously, although the Company may be obligated by law to disclose the information or identity of the person providing the information in connection with government or private legal actions and in other circumstances. The Company's policy is not to take any adverse action, and not to tolerate any retaliation, against any person for asking questions or making good faith reports of possible violations of law, our policies, or our governance documents.

 

 

Mailing addresses:

Shareholder correspondence should be mailed to:

VinFast Auto Ltd.

Attention: Legal Team – Corporate Governance and Securities

12777 W Jefferson Blvd.

Los Angeles, CA 90066

 

Shareholder website: ir.vinfastauto.us

 

Shareholder online inquiries: https://www.cstproxy.com/vinfastauto/2024

 

Where You Can Find Additional Information

 

VinFast is subject to the reporting requirements of the U.S. Securities Exchange Act of 1934, as applicable to foreign private issuers, and, accordingly, files reports and other information with the SEC, including financial statements. VinFast’s Annual Report on Form 20-F for the year ended December 31, 2023 contains consolidated financial statements of VinFast under U.S. GAAP for the fiscal year ended December 31, 2023 and was publicly filed with the SEC and, along with VinFast’s other filings, can be found on the SEC’s website at www.sec.gov.

 

 

PART II – RESOLUTIONS TO BE CONSIDERED AT THE ANNUAL GENERAL MEETING

 

ORDINARY RESOLUTIONS 1 – 5

 

RE-ELECTION OF DIRECTORS

 

Regulation 110 of the Constitution requires that the Directors shall have power at any time and from time to time to appoint any person to be a Director either to fill a casual vacancy or as an additional Director, but any person so appointed by the Directors shall hold office only until the next annual general meeting and shall then be eligible for re-election as such meeting. If re-elected, the term of those Directors will be until the next annual general meeting of shareholders to be held in 2025 and until their successors are duly elected and qualified. Accordingly, the following Directors will stand for re-election in accordance with each of respective Resolution:

 

	1.	Pham Nhat Vuong (Ordinary Resolution 1);
	2.	Le Thi Thu Thuy (Ordinary Resolution 2);
	3.	Ling Chung Yee Roy (Ordinary Resolution 3);
	4.	Tham Chee Soon (Ordinary Resolution 4); and
	5.	Nguyen Thi Van Trinh (Ordinary Resolution 5).

 

Ms. Pham Nguyen Anh Thu will be retiring as a Director at the AGM in accordance with Regulation 110 of the Constitution and will not be standing for re-election at the AGM.

 

As of the date of this Proxy Statement, the Board is not aware of any nominee who is unable or will decline to serve as a Director. The qualifications of the Directors running for re-election are:

 

Pham Nhat Vuong. Mr. Pham has served as a member of the Company’s Board since March 2022 and as the Company’s Chief Executive Officer since January 2024. Mr. Pham served as the Chairman of our Board from March 2022 until January 2024 and also serves as Chairman of the board of directors of Vingroup. He has a long track record as an entrepreneur both inside and outside Vietnam. He established Vingroup’s core businesses, starting with its two initial brands, Vinpearl and Vincom in 2001 and 2002, respectively. He is also the founder of Technocom Co. Ltd., Ukraine. Mr. Pham received his bachelor’s degree in geoeconomic engineering from Russian State Geological Prospecting University.

 

Le Thi Thu Thuy. Ms. Le was appointed in January 2024 as the Board’s Chairwoman. Ms. Le has been a member of our Board since March 2022 and previously served as the Company’s Managing Director and Global CEO from March 2022 until January 2024. Ms. Le joined Vingroup in 2008 and has held various senior positions within Vingroup, including as Chief Financial Officer, CEO and Vice Chairwoman of Vingroup and CEO of VinSmart. Previously, Ms. Le was a Vice President at Lehman Brothers for Japan, Thailand, and Singapore from 2000 to 2008. Ms. Le is also a Chartered Financial Analyst Charter holder. Ms. Le received her bachelor’s degree in economics from Hanoi Foreign Trade University and her Master of Business Administration, with a major in Finance, from the International University of Japan.

 

Ling Chung Yee Roy. Mr. Ling has served as a member of our Board since March 2022. He is the Chief Executive Officer and Founder of FollowTrade Pte. Ltd. since May 2021. He is an independent director at several listed companies in Asia, such as Combine Will International Holdings Ltd. since April 2024, Amplefield Ltd. since February 2019, United Food Holdings Ltd. since November 2015, and Ley Choon Group Holdings Ltd. since September 2015. Mr. Ling was previously an independent director at various listed companies, including Vingroup and Debao Property Development Ltd. from February 2019 to October 2022, Sino Grandness Food Industry Group Ltd. from December 2019 to October 2020, Ace Achieve Infocom Ltd. from 2018 to 2020. Mr. Ling is a seasoned corporate finance veteran and held senior positions with JPMorgan, Lehman Brothers, Goldman Sachs, and Salomon Smith Barney. His expertise is in digital finance, sustainable investing, and real estate. He completed some of the highest-profile advisory and capital market transactions in the region. Mr. Ling was a former board director of the CFA Society of Japan. Mr. Ling received a bachelor’s degree in business administration from the National University of Singapore, where he graduated with honors, and received his Global Executive Master of Business Administration from INSEAD.

 

Tham Chee Soon. Mr. Tham has served as a member of our Board since May 2024. He is an independent director of several companies in Asia, including CH Offshore Limited since July 2023 and Gratus Investment Management Private Limited since October 2023. Mr. Tham also has served as a director and CFO for RF Acquisition Corp II, a special purpose acquisition company that went public in an IPO on NASDAQ on May 17, 2024. He serves on the boards and/or audit committees of several not-for-profit entities and charities, such as the Bone Marrow Donor Program since 2018, the TENG Ensemble Ltd since 2018 and Dover Park Hospice since 2017. He is a Public Accountant licensed in Singapore, a Fellow Chartered Accountant of Singapore and a Chartered Financial Analyst. In addition, he is a member of the American Institute of Certified Public Accountants and Certified Practising Accountants Australia. He received his bachelor of accountancy from the National University of Singapore.

 

Nguyen Thi Van Trinh. Ms. Nguyen has served as a member of our Board since March 2022. Ms. Nguyen has served as the director of Asian Star since March 2006. She is also a director at several companies in Singapore, including Vingroup Global Pte. Ltd. since May 2019, Vingroup Investment Pte. Ltd. since April 2019, and Affinitee Holding Pte. Ltd. since February 2018. Ms. Nguyen received her bachelor’s degree in international commercial trade from the Foreign Trade University in Vietnam.

 

 

ORDINARY RESOLUTION 6

 

ELECTION OF DIRECTOR

 

Ms. Nguyen Thi Lan Anh will stand for election as a Director at the AGM, and her qualifications are as set out below.

 

Nguyen Thi Lan Anh. Ms. Nguyen has served as our CFO since January 2024. Ms. Nguyen has also served as the chairwoman of V-G High Tech Energy Solutions Company Limited, a subsidiary of VinES since December 2022. Prior to her appointment in our Company, she held several roles, including CFO for VinES from October 2021 to October 2023 and or VinSmart from November 2020 to October 2021. Prior to joining Vingroup, Ms. Nguyen held various senior positions at NEXIA STT Co. Ltd, as Partner and Deputy General Director, and at Heineken Hanoi, as Business Controller and Tax Manager. Ms. Nguyen received her bachelor’s degree in corporate finance and master’s degree in economic finance from the Academy of Finance, Hanoi, Vietnam. She is a Fellow Chartered and Certified Accountant and a Certified Practising Accountant Australia.

 

ORDINARY RESOLUTION 7

 

APPROVAL AND RATIFICATION OF DIRECTORS' FEES FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2023

 

Under Section 169 of the Act, a company must not at any meeting or otherwise provide emoluments or improve emoluments for a director of a company in respect of his or her office as such unless the provision is approved by a resolution that is not related to other matters and any resolution passed in breach thereof is void. Accordingly, we may only provide compensation to our Directors for services rendered in their capacity as Directors with the approval from our shareholders at a general meeting.

 

For the financial year ended December 31, 2023, we paid a total annual fee of $200,000 to our Directors. We are seeking shareholders' approval and ratification for the Directors' fees paid to our Directors for their services rendered in their capacity as Directors for the financial year ended December 31, 2023.

 

ORDINARY RESOLUTION 8

 

APPROVAL OF DIRECTORS’ FEES FOR THE FINANCIAL YEAR ENDING DECEMBER 31, 2024

 

Under Section 169 of the Act, a company must not at any meeting or otherwise provide emoluments or improve emoluments for a director of a company in respect of his or her office as such unless the provision is approved by a resolution that is not related to other matters and any resolution passed in breach thereof is void. Accordingly, we may only provide compensation to our Directors for services rendered in their capacity as Directors with the approval from our shareholders at a general meeting.

 

We believe that it is advisable and in the best interests of our shareholders to authorise the Company to provide cash compensation to each Director.

 

Accordingly, we are seeking the approval of shareholders for the payment of Directors' fees of a total amount of up to US$500,000 for the financial year ending December 31, 2024.

 

ORDINARY RESOLUTION 9

 

APPROVAL OF DIRECTORS’ FEES FOR THE FINANCIAL YEAR ENDING DECEMBER 31, 2025

 

Under Section 169 of the Act, a company must not at any meeting or otherwise provide emoluments or improve emoluments for a director of a company in respect of his or her office as such unless the provision is approved by a resolution that is not related to other matters and any resolution passed in breach thereof is void. Accordingly, we may only provide compensation to our Directors for services rendered in their capacity as Directors with the approval from our shareholders at a general meeting.

 

We believe that it is advisable and in the best interests of our shareholders to authorise the Company to provide cash compensation to each Director. Accordingly, we are seeking the approval of shareholders for the payment of Directors' fees of a total amount of up to US$500,000 for the financial year ending December 31, 2025.

 

 

ORDINARY RESOLUTION 10

 

APPOINTMENT OF AUDITORS AND AUTHORISATION OF THE DIRECTORS TO FIX THE REMUNERATION OF THE AUDITORS

 

ERNST & YOUNG LLP ("EY Singapore") and ERNST & YOUNG VIETNAM LIMITED ("EY Vietnam") served as the Company's auditors for the financial year ended December 31, 2023.

 

The Audit Committee of our Board (the "Audit Committee") has authorised, approved, and recommended to our Board the re-appointment of EY Singapore and EY Vietnam as the Company's auditors for the financial year ending December 31, 2024.

 

As a result, our Board, upon such recommendation of the Audit Committee, has approved, subject to shareholders’ approval, (a) the re-appointments of each of EY Singapore and EY Vietnam for the financial year ending December 31, 2024 and (b) is requesting that the shareholders authorise the Directors (which may act through the Audit Committee) to fix the auditors’ remuneration for services rendered through the AGM.

 

ORDINARY RESOLUTION 11

 

ADOPTION OF THE 2023 SFRS FINANCIAL STATEMENTS

 

We have prepared, financial statements that are audited and reported on based on the Singapore Financial Reporting Standards (International) ("SFRS") as required under the Singapore Companies Act, and which have been included (together with the Director's Statement and the Auditor's Report thereon) in the proxy materials to be delivered to VinFast Shareholders prior to the date of the AGM, and which will be furnished to the SEC on a Report on Form 6-K. Except as otherwise stated herein, all monetary amounts in this Proxy Statement, excepted otherwise noted, have been presented in U.S. dollars.

 

Our Board, upon recommendation of the Audit Committee, has approved, subject to shareholders’ approval, the receiving and adoption of the Director's Statement and the Company's audited financial statements (under the SFRS) for the financial year ended December 31, 2023, together with the Auditor's Report thereon.

 

ORDINARY RESOLUTION 12

 

RENEWAL OF GENERAL MANDATE FOR ISSUANCE OF SHARES IN THE CAPITAL OF THE COMPANY

 

Under Section 161 of the Singapore Companies Act, despite anything in our Constitution, our Directors must not, without the prior approval of the VinFast Shareholders in general meeting, exercise any power of the Company to issue shares.

 

We propose that VinFast Shareholders consider to, and if thought fit, pass the following resolution as an Ordinary Resolution:

 

"RESOLVED THAT authority be and is hereby given to the directors of the Company ("Directors") to:

 

(a)

(i) issue shares in the capital of the Company ("Shares"), whether by way of rights, bonus or otherwise; and/or (ii) make or grant offers, agreements, options, performance units, restricted share units, or other compensatory equity awards (collectively, "Instruments") that might or would require Shares to be issued, whether such issuance would occur during or after the expiration of this authority, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures, securities, rights, units, purchase contracts or other Instruments convertible into Shares, at any time and upon such terms and conditions and for such purposes and to such person(s) as the Directors may in their absolute discretion deem fit, and with such rights or restrictions as the Directors may think fit to impose and as are set forth in the Constitution of the Company; and

 

(b)

(notwithstanding that the authority conferred by the resolution of the shareholders of the Company may have ceased to be in force) issue Shares in pursuance of any Instrument made or granted by the Directors while the resolution of the Shareholders is in force,

 

provided that:

 

(A)

in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Companies Act 1967 for the time being in force and the Constitution for the time being of the Company; and

 

(B)

(unless revoked or varied by the Company in general meeting) the authority conferred by this Resolution shall continue in force until the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required by law to be held, whichever is the earliest."

 

 

If this Resolution is approved, and unless revoked or varied by the Company in general meeting from time to time, the Directors would be authorised to issue shares and other Instruments under this mandate from the date of this AGM and until the earlier of (i) the conclusion of the annual general meeting commencing next after the date on which this approval is given; or (ii) the expiration of the period within the next annual general meeting after that date is required by applicable law to be held, whichever is earlier.

 

If this Resolution is not approved, we would not be permitted to issue any new shares in the capital of the Company in connection with any future transactions, or any Instruments, which include agreements, of which have not been entered into prior to the expiry of our current mandate on June 27, 2024, unless specific approval of VinFast Shareholders is obtained.

 

 

Caution Concerning Forward-Looking Statements

 

This Proxy Statement contains forward-looking statements that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this proxy statement, including statements regarding our company or our future financial position, business strategy and plans, and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "believe," "may," "estimate," "continue," "anticipate," "intend," "should," "plan," "expect," "predict," "potential," or the negative of these terms or other similar expressions. Forward-looking statements include, without limitation, our expectations concerning the outlook for our business, productivity, plans, and goals for future operational improvements and capital investments, operational performance, future market conditions, economic performance, and developments in the capital and credit markets and expected future financial performance, as well as any information concerning possible or assumed future results of operations of our company as set forth in the sections of this Proxy Statement.

 

These forward-looking statements are subject to several risks and uncertainties, many of which are beyond VinFast’s control, which could cause a material difference from what is indicated in such forward-looking statements. Such risks include risks relating to the authorizations sought herein and other risks and factors, including those risks set forth under the heading "Risk Factors" in VinFast’s most recent Annual Report on Form 20-F filed with the SEC and other filings. Except as required by law, VinFast undertakes no obligation to update these forward-looking statements, whether as a result of new information, future events, or otherwise.

 

 

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