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Extension and Redemption of Exchangeable Bonds by Parent Company

Extension and Redemption of Exchangeable Bonds by Parent Company

On April 12, 2024, our parent company, Vingroup Joint Stock Company (“Vingroup”), reached an agreement with certain institutional investors (the “EB Investors”) to partially redeem and amend its $625.0 million aggregate principal amount of exchangeable bonds (the “Exchangeable Bonds”), which are exchangeable for ordinary shares of VinFast Auto Ltd. (our “Company” or “VinFast”).

Under the terms of a deed of amendment and supplement (the “Extension Deed of Amendment”) between Vingroup and the EB Investors, among other things, Vingroup will redeem 50% of the Exchangeable Bonds held by each EB Investor and the remaining principal will be subject to scheduled partial redemptions. The amendments and partial redemption will take effect upon the satisfaction of various conditions precedent, which is anticipated to occur on or before May 17, 2024. The Exchangeable Bonds are scheduled to mature on May 10, 2027.

Each EB Investor is entitled to exchange its Exchangeable Bonds for VinFast ordinary shares pursuant to, and at a rate of exchange determined by, a deed poll dated April 29, 2022 (as amended and/or supplemented from time to time, the “Deed Poll” and the “Deed Poll Exchange Rights”) between February 29, 2024 to April 13, 2027. In connection with the Extension Deed of Amendment, we entered into a supplemental deed p oll on April 12, 2024 (the “Extension Supplemental Deed Poll”), pursuant to which, among other things, the rate of exchange will be reset to 100,000 ordinary shares in our Company for each $1 million of Exchangeable Bonds with effect from the effective date of the Extension Deed of Amendment, subject to further scheduled reset and adjustment upon the occurrence of certain customary events.