1.    What is VNI?
2.    Where can I get more information on VNI?
3.    How do I invest in VNI?
4.    Is VNI a fund or a company?
5.    What is VCIM?
6.    Who is the VNI Managing Director?
7.    How is VNI governed? How are shareholder interests maintained?
8.    What is the role of the VNI Board of Directors?
9.    What are VNI’s incorporation details and history?
10.    What are VNI’s constitutional documents?
11.    When is VNI's fiscal year end?
12.    What is VNI’s investment strategy?
13.    What is VNI’s investment process?
14.    How do I find out more about the investments made by VNI?
15.    Does VNI pay a dividend?
16.    Does VNI have a share buyback facility?
17.    Does VNI publish its shareholder list?
18.    How is VNI’s Net Asset Value (NAV) calculated?
19.    Why is the share price different from the Net Asset Value?
20.    What is VNI’s tax status?
21.    What is VNI management fee, performance fee?
22.    How does currency risk affect NAV?
23.    How do I contact VNI?

1.    What is VNI?
Vietnam Infrastructure Limited (‘VNI’) is a closed-end fund trading on the London Stock Exchange’s Alternative Investment Market (AIM). The AIM ticker is VNI.L [Back to top]

2.    Where can I get more information on VNI?
Information, regulatory news, fund reports and updates are available on the company website at www.vinacapital.com/vni, via the VNI page on the London Stock Exchange website and on Bloomberg (VNI LN) and Yahoo! Finance (VNI.L). [Back to top]

3.    How do I invest in VNI?
The shares of VNI trade on the AIM of the London Stock Exchange. Your broker should be able to access this market and purchase shares. Investors in some jurisdictions, such as the United States, may need a certified investor status before purchasing shares. Please contact your broker for more details. [Back to top]

4.    Is VNI a fund or a company?
VNI is a Cayman Islands-incorporated exempted company with limited liability. VNI is traded on the AIM of the London Stock Exchange. The company is a closed-end investment company that does not have any staff, but does have a board of directors (majority independent members). VNI is managed by VinaCapital Investment Management Ltd, a Cayman Islands company that is wholly-owned by VinaCapital Group. The majority of the Group’s staff is based in Vietnam. [Back to top]

How do I classify VNI for tax purposes?
The treatment of VNI for tax purposes depends on each investor's specific situation.  Although VNI operates in many respects as a fund, we understand that investors in some European jurisdictions classify VNI as a company for tax purposes, on the basis that investors have no short-term redemption rights. Please consult your tax advisor for more specific details in respect to this matter.

5.    What is VCIM?
VinaCapital Investment Management Ltd (VCIM) is the sole and exclusive investment manager of VNI, subject to a management agreement dated 29 June 2007. [Back to top]

6.    Who is the VNI Managing Director?
The VNI Managing Director is Tony Hsun. [Back to top]

7.    How is VNI governed? How are shareholder interests maintained?
VNI is subject to the rules and regulations of investment companies trading on the AIM of the London Stock Exchange. The AIM Rules for Companies is available for all investors to read on the LSE website. These rules and regulations provide for a high degree of transparency and disclosure, which collectively help protect investor interests. VNI has a board of directors with a majority of independent members, who endeavour to ensure VNI governance complies with other relevant best practice corporate governance frameworks, such as the UK Combined Code on Corporate Governance (the Combined Code) and the Association of Investment Companies Code of Corporate Governance (the AIC Code), which adapts the Combined Code specifically for investment companies. [Back to top]

8.    What is the role of the VNI Board of Directors?
The Board is responsible for managing the Company on behalf of its shareholders. In order to create and deliver sustainable shareholder value, the Board must establish the objectives and policies of the Company, set the overall strategic direction and ensure it is delivered within an appropriate framework of reward, incentive and control.  The Board has four scheduled Board meetings each year, and uses a structured agenda to ensure all key areas are reviewed over the course of the year.

Certain responsibilities of the Board are delegated to Board Committees to assist the Board in carrying out its functions and to ensure independent oversight of internal control and risk management. Each Board Committee's terms of reference set out the specific matters for which delegated authority has been given.

The Board has delegated authority to three principal Board Committees:
•    Investment Committee – responsible for considering and approving investments that the Investment Manager feels are suitable for VNI.
•    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.
•    Nomination and Remuneration Committee – controls, monitors, and makes recommendations to the Board with respect to fees payable to the Investment Manager and Directors. [Back to top]

9.    What are VNI’s incorporation details and history?
The Company was incorporated with limited liability and registered in the Cayman Islands as an exempted company under the Companies Law on 18 January 2007 with registered number MC-180747 under the name VinaInfrastructure Limited. On 30 January 2007, the Company changed its name to Vietnam Infrastructure Fund Limited and then on 19 March 2007 the Company changed its name to Vietnam Infrastructure Limited.
The Company’s main activity is that of an investment company.  As a closed-end investment company, the Company is not regulated as a mutual fund in the Cayman Islands and is not otherwise subject to regulatory review in its place of incorporation. As a company whose ordinary shares are admitted to trading on the AIM, the Company will be subject to the AIM Rules for Companies. The registered office of the Company is at PO Box 309 GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands (Telephone No. +1 345 949 8066). The liability of the Shareholders of the Company is limited. [Back to top]

10.    What are VNI’s constitutional documents?
Please see the Company's Amended and Restated Memorandum and Articles of Association dated 8 May 2007. A detailed description of the Company is also available in the AIM Admission Document. [Back to top]

11.    When is VNI's fiscal year end?
The fiscal year end is June 30. [Back to top]

12.    What is VNI’s investment strategy?
The Company aims to achieve medium to long-term (4-6 years) capital appreciation and provide an attractive level of income (from interest and dividends) through investing in a diversified portfolio of mainly Vietnamese infrastructure and infrastructure-related assets. The Company intends to invest and hold equity, debt and hybrid instruments in unquoted companies that themselves hold, develop or operate infrastructure assets. The Company may also invest in entities whose shares or other instruments are listed on a stock exchange, including the OTC market. The Company may also invest in other funds that invest in infrastructure assets. The Company and the Investment Manager intend to allocate investments spread among operating projects, distressed or stalled projects and greenfield development projects. [Back to top]

13.    What is VNI’s investment process?
The fund managers follow a rigorous process in sourcing, analysing and making investments for VNI. The fund managers have extensive networks and knowledge of Vietnam that they leverage to identify investment opportunities.  Once an investment opportunity has been identified, the fund managers conduct careful analysis of the opportunity, with that analysis including consultation with the Directors’ Investment Committee and the investment manager’s Asset and Risk Management Committee, to ensure that all risks are identified and properly considered. The analysis is presented to the VNI Investment Committee for review and approval; only those opportunities approved by the Investment Committee will be executed. Throughout the investment cycle, the fund managers actively seek exit opportunities that will allow VNI to meet or exceed target returns.  [Back to top]

14.    How do I find out more about the investments made by VNI?
Please see the http://www.vinacapital.com/index.php?l1=85&l2=92&l3=95&l4=196. Enter your email on the homepage of www.vinacapital.com or contact us with your details to be added to a database of investors who receive these reports automatically.

15.    Does VNI pay a dividend?
The Directors currently intend to reinvest a large part of income to take advantage of opportunities meeting VNI’s investing policy and return objectives, and where suitable opportunities are not available, to distribute substantially all of the Company's income and capital gains to shareholders. The distribution of dividends may be made in the form of a tender offer to all shareholders at NAV for tax efficiency. Each year to date since VNI’s inception, the Directors have not recommended the payment of a dividend. VNI announced in December 2010 that it would initiate its first distribution of income after the fund was fully invested, expected in 2011. [Back to top]

16.    Does VNI have a share buyback facility?
In the event that the Ordinary Shares trade at a substantial discount to the then prevailing Net Asset Value per Share for an extended period of time, the Board will consider the most appropriate method of reducing the discount, which may include implementing a share buyback programme by the Company. The making and timing of any buybacks will be at the discretion of the Board and subject to shareholder approval. [Back to top]

17.    Does VNI publish its shareholder list?
VNI is a widely held company.  A list of top shareholders is published on the VNI AIM Rule 26 page. However, most shares are held via either Clearstream/Banking or Citivic Nominees (Euroclear). The end holders of these shares are often unknown.

The Company has informed shareholders that 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.

VCIM therefore asks all shareholders to contact us and inform us of your investment in VNI.  Furthermore, all shareholders of more than 3% are required to report their shareholdings to the Company for announcement on the LSE Regulatory New Service. These shareholders are also required to notify the Company on any change in shareholding of plus or minus 1% of the total shares of the Company. [Back to top]

18.    How is VNI’s Net Asset Value (NAV) calculated?
The Net Asset Value and the Net Asset Value per share shall be calculated (and rounded to two decimal places), in US dollars by the Administrator on a monthly basis. The Net Asset Value shall be the value of all assets of the Company less the liabilities of the Company determined in accordance with the valuation guidelines adopted by the Directors from time to time. Under current valuation guidelines adopted by the Directors, such values shall be determined as follows:

•    The value of any cash in hand or on deposit, bills and demand notes and accounts receivable, prepaid expenses, cash dividends and interest declared or accrued as aforesaid and not yet, received shall be deemed to be the full amount thereof, unless in any case the Directors shall have determined that the same is unlikely to be paid or received in full, in which case the value thereof shall be arrived at after making such discount as the Directors may consider appropriate in such case to reflect the true value thereof;
•    The value of securities which are quoted or dealt in on any stock exchange (including any securities traded on an “over the counter market”) shall be based on the last traded prices on such stock exchange, or if there is more than one stock exchange on which the securities are traded or admitted for trading, that which is normally the principal stock exchange for such security, provided that any such securities which are not freely transferable, or which are not regularly traded, or which for any other reason are subject to limited marketability, shall be valued at a discount (the amount of such discount being determined by the Directors in their absolute discretion or in a manner so approved by the Directors);
•    As regards unquoted securities:
- Unquoted investments will initially be valued at fair value, with any expenses relating to their acquisition expensed in the income statement;
- A revaluation of unquoted investments to a value in excess of or below cost may be made in the circumstances provided by and in accordance with the guidelines issued by the British Venture Capital Association or any successor body;
•    All other assets and liabilities shall be valued at their respective fair values as determined in good faith by the Directors and in accordance with generally accepted valuation principles and procedures;
•    Any value other than in US dollars shall be translated at any officially set exchange rate or appropriate spot market rate as the Directors deem appropriate in the circumstances having regard, inter alia, to any premium or discount which may be relevant and to costs of exchange. If the Directors consider that any of the above bases of valuation are inappropriate in any particular case or generally, they may adopt such other valuation or valuation procedure as they consider is reasonable in the circumstances provided that such other valuation or valuation procedure has been approved by the Company’s auditors. The Directors may delegate to the Investment Manager any of their discretions under the valuation guidelines. [Back to top]

19.    Why is the share price different from the Net Asset Value?
The market value of the ordinary shares can fluctuate. Share price, as well as being affected by NAV per share, also takes into account the relevant dividend yield and prevailing interest rates and market sentiment. As such, share price may vary considerably from the underlying NAV, creating a discount or a premium. The greater the difference between share price and NAV, the greater is the discount or premium. VNI has over its history traded at both a premium and a discount. The company does not have a fixed winding up date and therefore, unless shareholders vote against the continued existence of the company, shareholders will only be able to realise their investment through the market. [Back to top]

20.    What is VNI’s tax status?
Vietnam Infrastructure Limited is domiciled in the Cayman Islands. Under the current laws of the Cayman Islands, there is no income, state, corporation, capital gains or other taxes payable by the Company. The majority of the Company’s subsidiaries are domiciled in the British Virgin Islands (BVI) and so have a tax exempt status. Some of the subsidiaries are established in Singapore and have offshore operations in Vietnam. The income from these offshore operations is also tax exempt in Singapore. A small number of subsidiaries are established in Vietnam and are subject to corporate income tax in Vietnam. [Back to top]

21.    What is VNI's management fee and performance fee?
The Investment Manager, VCIM, is entitled to receive a management fee 2% of NAV per annum and a performance fee of 20% of total increase of the NAV over a hurdle rate of 8% annual returns with a high water mark and catch up. [Back to top]

22.    How does currency risk affect NAV?
VNI’s NAV is denominated in USD, while VNI’s holdings are predominantly held in VND. [Back to top]

23.    How do I contact VNI?
VNI’s investor relations team can be contacted on +84 8 3821 9930 (ext.195) or via email to ir@vinacapital.com. [Back to top]