Funds
AIM Rule 26

The following information is being disclosed for the purpose of Rule 26 of the AIM Rules for Companies. This information was last updated on 3 September 2010.

Description of Company’s business
VinaCapital Vietnam Opportunity Fund Ltd ("Vietnam Opportunity Fund" or VOF) is a closed-end fund trading on the London Stock Exchange’s Alternative Investment Market (AIM) (VOF.L). Launched in 2003, VOF is one of the largest and most successful Vietnam funds. The fund managers focus on key growth sectors of the domestic economy, seeking to capitalise on their broad business to realise sustainable capital appreciation and provide attractive levels of return for investors.

Investing policy
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Corporate Governance
Board of Directors
The Directors have primary responsibility for implementing the investment policy of the Company and in particular for the Company’s overall investment strategy. They will also be responsible for supervising and reviewing the activities of the Manager. The Board will meet at least four times a year to review the Company’s investment policies and objectives. The Board currently consists of:

William Vanderfelt, Chairman
Horst Geicke, Director
Don Lam, Director
Martin Glynn, Non-executive Director 
Michael G. Gray, Non-executive Director
Read biographies of Company Directors

Board Committees: The Board will maintain four committees to appropriately fulfill certain responsibilities of the Board of Directors.

Investment Committee: The Investment Committee has been established by the Board and is responsible for considering and approving investments that the Investment Manager feels are suitable for VOF. The current appointees to the Investment Committee are: Horst Geicke, Don Lam and Andy Ho.

Nomination and Remuneration Committee: The Nomination and Remuneration Committee controls, monitors, and makes recommendations to the Board with respect to fees payable to the Investment Manager and Directors. The Nomination and Remuneration Committee is comprised of William Vanderfelt (chair), Michael G. Gray and Martin Glynn.

Audit Committee: The Audit Committee controls and monitors financial reporting practices and accounting policies of the Company, including ongoing operational expenses of the fund such as bank fees, regulatory fees, legal fees, letting fees, and acquisition and disposal fees. The Audit Committee is comprised of Michael G. Gray (chair), Martin Glynn and William Vanderfelt.

Valuation Committee: The Valuation Committee meets on a biennial basis to review and monitor the valuation policies adopted by the Investment Manager. The Valuation Committee is comprised of Martin Glynn (chair), William Vanderfelt and Michael G. Gray.

Country of incorporation:
Cayman Islands

Main country of operation:
Vietnam

Shareholders Rights:
The rights of shareholders may be different from the rights of shareholders in a UK incorporated company.

Company Constitutional Documents
Memorandum and Articles of Association for Vietnam Opportunity Fund
*Note: Vietnam Millennium Fund officially changed its name to Vietnam Opportunity Fund on 15 July 2003.
*Note: Vietnam Opportunity Fund officially changed its name to VinaCapital Vietnam Opportunity Fund Limited on 1 December 2008.

Stock Exchanges
VOF is traded on the AIM market of the London Stock Exchange (VOF.L). There are no other exchanges or trading platforms on which the company has applied or agreed to have its shares admitted or traded.

Capital Structure
Issued shares (Round 7 - 7 December 2007): 324,610,259

The table below lists the Company’s significant shareholders as of 15 June 2010:

Investor Name Number of shares % holding
Citivic Nominees (Euroclear) 213,335,338 65.72%
Clearstream/Banking 109,689,589 33.79%

The Company informs shareholders (‘members’) that under the revised Memorandum and Articles of Association dated 21 October 2008, every member shall comply with the notification and disclosure requirements set out in Chapter 5 of the Disclosure and Transparency Rules Sourcebook of the UK Financial Services Authority Handbook as if the Company were classed as an ‘issuer’ whose ‘home state’ is the United Kingdom. If it comes to the attention of the Directors that a member has not within the requisite period disclosed their holding in the Company, the Company may, inter alia, at the discretion of the Directors, notify the member that their shares in relation to the holding shall not be entitled to a vote, either in person or in proxy, at any general meeting of the Company.

Prior to the 21 October 2008 amendments to the Memorandum and Articles of Association, the Company was not subject to the provision of the Disclosure and Transparency Rules Sourcebook of the FSA, and consequently, shareholders were not required to disclose their level of interest in the Company’s shares.

Please note the Company does not currently have a share buyback facility according to its Articles of Association, except where the Company may tender to buy back shares using realised profits as part of the Company’s dividend distribution policy.

Directors' interest in the Company
As at 3 September 2010, the interests of the Directors in the shares, underlying shares and debentures of the Company were as follows:

Issued shares 324,610,259

 

Direct interest (# shares)

% holding

Indirect interest (# shares)

Horst Geicke 1,775,000 0.55% 235,342

Don Lam

955,859

0.294%

235,342

Bill Vanderfelt

600,000

0.186%

 

Martin Glynn

20,000

0.0062%

 

Michael G. Gray 

100,000

0.031%

 

On 30 January 2008 VinaCapital Investment Management Ltd. (VCIM) announced that it acquired 235,342 ordinary shares in VOF at a price of USD2.9598 per share. As a consequence of his interest in the parent company to VCIM, Horst Geicke and Don Lam now have an indirect interest in VOF of 235,342 ordinary shares in addition to their direct interests as listed above.

Insofar as the Company is aware, the total percentage of AIM securities not in public hands is 1.135%.

Restrictions on Trading of Securities
Investors are free to purchase and sell shares whenever they please.

Monthly, Quarterly and Annual Reports

Company Announcements

AIM Admission Document

Company Advisers
Nominated Adviser:
Grant Thornton UK LLP
30 Finsbury Square, London EC2P 2YU, United Kingdom

Broker:
LCF Edmond de Rothschild Securities Limited
5 Upper St Martin's Lane, London WC2H 9EA, United Kingdom

Custodian, Administrator and Registrar/Receiving Agent:
HSBC Trustee (Cayman) Limited
HSBC House, Mary Street, Grand Cayman, Cayman Islands

Solicitors to the Company
Lawrence Graham (as to English law)
4 More London Riverside, London, SE1 2AU

Maples & Calder (as to Cayman Islands law)
Ugland House, PO Box 30967, South Church Street, George Town, Grand Cayman, Cayman Islands

Auditors:
Grant Thornton (Vietnam) Ltd.
28th Floor, Saigon Trade Center, 37 Ton Duc Thang Street, District 1, Ho Chi Minh City, Vietnam

Fund NAV NAVps*
VOF 783m
(Jul 10)
2.41
VNL 720m
(Jun 10)
1.44
VNI 252m
(Jul 10)
0.63
* NAV per share.