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 30 June 2010.

Description of Company's business
Vietnam Infrastructure Limited (‘VNI’) is a closed-end fund trading on the AIM market of the London Stock Exchange. Launched in July 2007, the company focuses on infrastructure and infrastructure-related assets in Vietnam, namely energy, transport, telecommunications, industrial parks and water/environmental utilities. The fund is managed by VinaCapital Investment Management Ltd.

Investing policy

Corporate Governance
Board of Directors
The Directors have overall responsibility for the Company’s activities including the review of its investment activities and performance. They have primary responsibility for determining the Company’s overall investment objective, strategy and policies and for implementing the Company’s investment policies. The Board is also responsible for supervising and reviewing the activities of the Investment Manager. The Board will meet regularly to review the Company’s investment strategy and policies and as required to approve investments. The Directors of the Company are:
Don Lam, Chairman
Horst Geicke, Director
Luong Van Ly, Director
Paul Cheng, Director
Ekkehard Goetting, Director
Read biographies of Company Directors

Board Committees: The Board currently has four committees to appropriately fulfil 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 infrastructure projects that the Investment Manager believes are suitable for investment by the Company. The Investment Committee is comprised of individuals with financial, business and infrastructure backgrounds. The current appointees to the Investment Committee are: Don Lam, Horst Geicke, Tony Hsun and Chris Gradel.

Audit Committee: The Audit Committee is responsible for assisting the Board in monitoring accounting policies and financial reporting practices of the Company. The current appointees to the Audit Committee are: Paul Cheng (chair), Luong Van Ly and Ekkehard Goetting.

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 Luong Van Ly (chair), Paul Cheng and Ekkehard Goetting.

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 Ekkehard Goetting (chair), Luong Van Ly and Paul Cheng.

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
Amended and Restated Memorandum and Articles of Association

Stock Exchanges
VNL is traded on the AIM market of the London Stock Exchange (VNI.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 (immediately following admission):        402,100,000
The Company holds 930,700 shares in a treasury share facility. The total number of shares in issue, excluding shares held in the treasury share facility, is therefore 401,169,300.

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

Investor Name

Number of shares

% holding

Citivic Nominees (Euroclear)

241,604,016

60.09%

Clearstream/Banking

144,161,384

35.85%

Vietnam Master Holding 2

11,980,000 

2.98%

Under the terms of the Articles of Association, shareholders in the Company are obliged to comply (where necessary) with the notification and disclosure requirements set out in Chapter 5 of the Disclosure and Transparency Rules Sourcebook of the FSA Handbook, as if the Company were a UK domestic company. 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, 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.

Directors' interest in the Company
As at 9 August 2010, the interests of the Directors in the shares, underlying shares and debentures of the Company were as follows:

Issued shares 402,100,000

Name

Direct interest (# shares)

% holding

Indirect interest (# shares)

% holding

Horst Geicke

1,000,000

0.25%

4,030,000

1.0025%

Don Lam

700,000

0.17%

4,030,000

1.0025%

In addition, please note that VinaCapital Investment Management Ltd. (VCIM) holds a total of 4,030,000 ordinary shares in the Company, purchased on 9 and 11 August 2010 at a price of USD0.35 per share. As a result of their interest in VCIM, Horst Geicke and Don Lam now hold an indirect interest in VNI of 4,030,000 in addition to their direct interests as listed above.

Insofar as the Company is aware, the percentage of AIM securities not held in public hands is 1.42%.

Note that the Company has a share buyback facility as part of its Articles of Association and the Board of Directors may elect from time to time to purchase shares and hold them in a treasury share facility.

Restrictions on Trading of Securities
Investors are free to purchase and sell shares when ever 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

Administrator and Registrar :
HSBC Institutional Trust Services (Asia) Limited
39/F Dorset House, 979 King's Road, Quarry Bay, Hong Kong

Legal Advisers to the Company (as to English law):
Lawrence Graham LLP
4 More London, Riverside, London SE1 2AH, United Kingdom

Legal Adviser to the Company (as to Vietnamese law):
Frasers Law Company
Unit 2, 10th Floor, Saigon Centre, 65 Le Loi Boulevard District 1, Ho Chi Minh City, Vietnam

Legal Adviser to the Company (as to Cayman Islands law):
Maples & Calder
PO Box 309GT, Ugland House South Church Street, George Town, Grand Cayman, Cayman

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.