Article
1: To approve the issuance of
new shares under the issuance plan and plan of using the proceeds approved by the General
Meeting of Shareholders pursuant to Resolutions of the General Meeting of Shareholders No.
073/2014/NQ-DHDCD dated April 25, 2014, the details are as follows:
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Purposes of the issuance and plan of using
the proceeds: (i) to extinguish the Company’s liabilities
as per existing agreements with International Finance Corporation (“IFC”) pursuant to a convertible loan extended by IFC to the
Company in May 2010 and (ii) to extinguish
the Company’s liabilities as per existing agreements with MRG, LTD., an investment vehicle controlled by Mount Kellett, pursuant
to a convertible loan extended by MRG, LTD. to the Company in December 2011.
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Type of shares to be issued: ordinary shares.
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Par value: VND10,000/share.
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Proposed timing: within one year from July 2014 to June 2015.
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Total number of shares to be issued and subscribers: up to
4,500,000 shares, of which (i)up to 900,000
shares to be issued to IFC and/or transferees of the loan from IFC and/or the parties appointed by IFC, and (ii) up to
3,600,000 shares to be issued to MRG, LTD. and/or transferees of the loan from MRG, LTD. and/or the parties
appointed by MRG, LTD.
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Principle to determine the issuance price: the
issuance price will not be lower than VND40.000
per share and in accordance with the Company’s specific undertakings with IFC and MRG, LTD., which were determined and agreed at the
time such agreements were signed.
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Payment method: all 4,500,000 shares will be
issued on a non-cash basis, of which (i) up to 900,000
shares will be issued to extinguish the Company’s liabilities as per existing agreements with IFC and (ii) up to 3,600,000 shares will
be issued to extinguish the Company’s liabilities as per existing
agreements with MRG, LTD.
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Issuance method and number of issuance
tranches: private placement in two separate tranches, of which the first
tranche for issuance to IFC and/or transferees of the loan from IFC and/or the parties appointed by IFC, and the
second tranche for issuance to MRG, LTD.
and/or transferees of the loan from MRG, LTD. and/or the parties appointed by MRG,
LTD.
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Lock-up: the number of shares to be issued for
each tranche will be locked-up for oneyear from the
completion of such tranche.
