Vietnam Holding AGM/EGM 2024

The business of the AGM will consist of the following Resolutions, each of which is explained below.

Ordinary business

Resolutions 1 to 7 (inclusive) comprise the ordinary business of the AGM and will each be proposed as an ordinary resolution.

§    The Directors are required to present the audited accounts, Directors’ report and Auditors’ report for the year ended 30 June 2023 to the AGM.  The Director’s report and the audited accounts have been approved by the Directors and the report of the Directors has been approved by the Auditors.  Resolution 1, therefore, is to receive the audited accounts, Director’s report and Auditors’ report for the year ended 30 June 2023 (the “2023 Annual Report”).

§    Resolution 2 is to approve the Directors’ remuneration report for the year ended 30 June 2023, as set out in the 2023 Annual Report.  The vote on this Resolution is advisory only and the Directors’ entitlement to remuneration is not conditional on its being passed.

§    Resolutions 3 to 5 (inclusive) are to re-elect Hiroshi Funaki, Philip Scales and Saiko Tajima as Directors, each of whom shall retire in accordance with the Articles of the Company and offer themselves for re-election at the AGM.

§    Resolution 6 concerns the re-appointment of KPMG Channel Islands Limited, as the Company’s Auditors.

§    Resolution 7 is to authorise the Directors to determine the remuneration of KPMG Channel Islands Limited, in respect of their appointment as the Company’s Auditors subject to the passing of Resolution 6 above.

Special business

Resolutions 8 to 10 (inclusive) comprise the special business of the AGM.  Resolutions 8 and 9 will be proposed as ordinary resolutions and Resolution 10 will be proposed as an extraordinary resolution.

Share Buyback Programme

§    Resolution 8 seeks authority for the Directors to continue to be authorised to buy back Ordinary Shares in relation to the Company’s discount management programme.  Any buyback of Ordinary Shares will be subject to the conditions set out in Resolution 8.

The Board believes that maintaining the availability of the Share Buyback Programme is in the best interests of Shareholders as a whole and should continue to allow the Company to manage the Ordinary Share price discount to NAV per Ordinary Share where the Board considers this to be appropriate.  The Board is proposing the renewal of the buyback authority which will allow for the repurchase of up to 14.99 per cent. of the Company’s issued share capital as at the date of the AGM.  Shareholder approval will be sought at each subsequent annual general meeting of the Company to renew such authority, and potentially more frequently if such authority is likely to be fully utilised sooner.

The Directors will only make such repurchases through the market at prices (after allowing for costs) below the relevant prevailing NAV per Ordinary Share under the guidelines established from time to time by the Board.  Purchases of Ordinary Shares may be made only in accordance with applicable law, the Disclosure Guidance and Transparency Rules and the Market Abuse Regulation.

The Board’s current policy is to cancel any repurchased Ordinary Shares.

Shareholders should note that the purchase of Ordinary Shares by the Company is at the discretion of the Directors and is subject, amongst other things, to the amount of cash available to the Company to fund such purchases. Accordingly, no expectation or reliance should be placed on the Directors exercising such discretion on any one or more occasions.

Continuation Resolution

§    Resolution 9 is the Continuation Resolution that the Company continue as currently constituted until such time as a further continuation vote is required by the Articles.  The next such vote is expected in 2028. Resolution 9 is conditional upon the passing of the EGM Resolutions.

Shareholders should note that the Proposals described in the Circular are conditional upon the Continuation Resolution being passed at the AGM.  The Board recommends that Shareholders vote in favour of the Continuation Resolution.

In the event that the Continuation Resolution is not passed, the Board will be obliged under the Articles to, at an extraordinary general meeting to be held within six months of the AGM, propose a resolution either to wind up the Company or to implement a reconstruction, amalgamation or other material alteration to the Company or its activities or any other appropriate alternative based on current circumstances as the Board thinks fit.

Disapplication of pre-emption rights on issue of Ordinary Shares

§    Resolution 10 seeks authority for the Directors to disapply pre-emption rights in respect of the allotment and issue to any person or persons of further Ordinary Shares for cash, up to a maximum that is equivalent to 10 per cent. of the Company’s issued share capital as at the date of the Circular plus any Ordinary Shares that may be held in treasury from time to time.

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOUR OF ALL 10 RESOLUTIONS TO BE PROPOSED AT THE AGM.