Hội đồng quản trị Công ty TNHH VinFast Auto, công ty TNHH tư nhân Singapore ấn định ngày tổ chức Đại hội đồng cổ đông thường niên năm 2025 vào ngày 26/6,…
16-5-2025 · Báo cáo bất thường (6-K)Bản gốc tiếng Anh
The Board of Directors of VinFast Auto Ltd., a Singaporean private limited company set the date for its 2025 Annual General Meeting of Shareholders to be on June 26,…
The Board of Directors (the "Board") of VinFast Auto Ltd., a Singaporean private limited company (“VinFast” or the "Company") set the date for its 2025 Annual General Meeting of Shareholders to be on June 26, 2025 at 9:00 p.m. (Singapore Time) / 9 a.m. (Eastern Standard Time) (the “ Annual General Meeting ”).
The record date for determining shareholders entitled to notice of, and to vote at, the Annual General Meeting is the close of business on May 8, 2025.
In connection with the Annual General Meeting, VinFast will mail, on or about May 16, 2025, to its shareholders a proxy card, a notice of the Annual General Meeting, and, for the Company’s registered shareholders only, a proxy form, all of which are attached hereto as Exhibits 99.1, 99.2, and 99.3 respectively. Those documents will contain information on how to electronically access: (i) the proxy statement, attached hereto as Exhibits 99.4; (ii) the Company’s annual report; and (iii) once it is available, the Audited Financial Statements (which are audited and reported on based on the Singapore Financial Reporting Standards (International) as required under the Companies Act 1967 of Singapore) for the financial year ended December 31, 2024, together with the Auditor's Report thereon.
The proxy card, attached as Exhibit 99.1 to this Report on Form 6-K, is to be completed according to the instructions set forth in the proxy statement. Holders of VinFast’s shares should review the instructions set forth in the proxy statement in order to vote their VinFast shares at the Annual General Meeting.
EX-99.1 2 tm2514614d1_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1
2025 VINFAST AUTO LTD. (Incorporated in the Republic of Singapore) (Company Registration Number 201501874G) PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY. 197587 Vinfast Draft Proxy Card Rev3 Front IMPORTANT NOTICE This Proxy Card is not the Proxy Form. It contains instructions on how you may access, complete, and submit the Proxy Form to the Company online. FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED CONTROL NUMBER Signature______________________________ Signature, if held jointly__________________________________ Date_____________, 2025 Note: Please sign exactly as name appears hereon. When shares are held by joint owners, both should sign. When signing as attorney, executor, administrator, trustee, guardian, or corporate officer, please give title as such. PROXY CARD THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1, 2, 3, 4, AND 5. Please mark your votes like this X INTERNET – www.cstproxyvote.com Use the Internet to vote your proxy. Have your proxy card available when you access the above website. Follow the prompts to vote your shares. Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. Votes submitted electronically over the Internet must be received by 8:59 a.m., Eastern Time, on June 23, 2025. equity awards (collectively, “Instruments”) that might or would require Shares to be issued, whether such issuance would occur during or after the expiration of this authority, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures, securities, rights, units, purchase contracts or other Instruments convertible into Shares, at any time and upon such terms and conditions and for such purposes and to such person(s) as the Directors may in their absolute discretion deem fit, and with such rights or restrictions as the Directors may think fit to impose and as are set forth in the Constitution of the Company; and (b) (notwithstanding that the authority conferred by the resolution of the shareholders of the Company may have ceased to be in force) issue Shares in pursuance of any Instrument made or granted by the Directors while the resolution of the shareholders is in force, provided that: (A) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Companies Act 1967 of Singapore for the time being in force and the Constitution for the time being of the Company; and (B) (unless revoked or varied by the Company in general meeting) the authority conferred by this Resolution shall continue in force until the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required by law to be held, whichever is the earlier.” ORDINARY BUSINESS (1) To approve the payment of Directors’ emoluments of a total amount of up to US$500,000 for the financial year ending December 31, 2025. (2) To approve the payment of Directors’ emoluments of a total amount of up to US$500,000 for the financial year ending December 31, 2026. (3) To re-appoint Ernst & Young LLP and Ernst & Young Vietnam Limited as the Company’s auditors for the financial year ending December 31, 2025, and to authorize the Directors to fix each of their remunerations. (4) To receive and adopt the Director’s Statement and Audited Financial Statements (which are audited and reported on based on the Singapore Financial Reporting Standards (International) as required under the Companies Act 1967 of Singapore) for the financial year ended December 31, 2024, together with the Auditor’s Report thereon. SPECIAL BUSINESS (5) To consider, and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT authority be and is hereby given to the directors of the Company (“Directors”) to: (a) (i) issue shares in the capital of the Company (“Shares”), whether by way of rights, bonus or otherwise; and/or (ii) make or grant offers, agreements, options, performance units, restricted share units, or other compensatory FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
2025 197587 Vinfast Draft Proxy Card Rev3 Back Important Notice Regarding the Internet Availability of Proxy Materials for the Annual General Meeting and the Directors’ Recommendation To view the 2025 Proxy Statement, 2025 Annual Report and to Attend the Annual General Meeting, please go to: https://www.cstproxy.com/vinfastauto/2025 FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS VINFAST AUTO LTD. Incorporated in the Republic of Singapore) (Company Registration No: 201501874G) PROXY CARD To vote, you should access https://www.cstproxy.com/vinfastauto/2025. If you are a person whose name is entered in the register of members of VinFast Auto Ltd. (“VinFast”) and you wish to vote by proxy, please complete and sign the Proxy Form, before depositing a hard copy (whether in person or by post) at Proxy Services c/o Continental Trust Services, 1 State Street, New York, NY USA 10004 no later than 9.00 p.m. on June 23, 2025 (Singapore time), being seventy-two hours before the time appointed for the AGM. The Notice of Annual General Meeting, the proxy statement and the annual report to shareholders of VinFast are currently available on the website https://www.cstproxy.com/vinfastauto/2025. The 2024 SFRS Financials will be made available at https://www.cstproxy.com/vinfastauto/2025 and furnished to the SEC on a Report on Form 6-K in due course. The board of directors of VinFast (“Board”) recommends a vote “FOR” proposals 1, 2, 3, 4 and 5. Each director will however be abstaining from voting on resolutions of the Compensation Committee and/or the Board in relation to the making of any recommendation on and/or approval of emoluments payable to himself/herself individually, in accordance with the terms of the Compensation Committee Charter and/or the Constitution of VinFast. (Continued and to be marked, dated and signed on the other side)
EX-99.2 3 tm2514614d1_ex99-2.htm EXHIBIT 99.2 Exhibit 99.2
You May Vote Your Proxy When You View The Material On The Internet. You Will Be Asked To Follow The Prompts To Vote Your Shares. VINFAST AUTO LTD. (Incorporated in the Republic of Singapore) (Company Registration Number 201501874G) NOTICE OF ANNUAL MEETING OF SHAREHOLDERS to be held on June 26, 2025 Dear Shareholder, NOTICE IS HEREBY GIVEN THAT the annual general meeting of VinFast Auto Ltd. (the “Company”) (the “AGM”) will be convened and held by way of electronic means on June 26, 2025 at 9:00 a.m. Eastern Standard Time and to consider, and if thought fit, to pass, with or without amendments, the following as ordinary resolutions: ORDINARY BUSINESS - Proposals to be considered at the Annual General Meeting: (1) Approval of payment of Directors’ emoluments of a total amount of up to US$500,000 for the financial year ending December 31, 2025. (2) Approval of payment of Directors’ emoluments of a total amount of up to US$500,000 for the financial year ending December 31, 2026. (3) To re-appoint Ernst & Young LLP and Ernst & Young Vietnam Limited as the Company’s auditors for the financial year ending December 31, 2025, and to authorise the Directors to fix their remuneration. (4) To receive and adopt the Director’s Statement and Audited Financial Statements (which are audited and reported on based on the Singapore Financial Reporting Standards (International) as required under the Companies Act 1967 of Singapore) for the financial year ended December 31, 2024, together with the Auditor’s Report thereon. SPECIAL BUSINESS (5) To consider, and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT authority be and is hereby given to the directors of the Company (“Directors”) to: (a) (i) issue shares in the capital of the Company (“Shares”), whether by way of rights, bonus or otherwise; and/or (ii) make or grant offers, agreements, options, performance units, restricted share units, or other compensatory equity awards (collectively, “Instruments”) that might or would require Shares to be issued, whether such issuance would occur during or after the expiration of this authority, including, but not limited to, the creation and issue of (as well as adjustments to) warrants, debentures, securities, rights, units, purchase contracts or other Instruments convertible into Shares, at any time and upon such terms and conditions and for such purposes and to such person(s) as the Directors may in their absolute discretion deem fit, and with such rights or restrictions as the Directors may think fit to impose and as are set forth in the Constitution of the Company; and (b) (notwithstanding that the authority conferred by the resolution of the shareholders of the Company may have ceased to be in force) issue Shares in pursuance of any Instrument made or granted by the Directors while the resolution of the shareholders is in force, provided that: (A) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Companies Act 1967 of Singapore for the time being in force and the Constitution for the time being of the Company; and (B) (unless revoked or varied by the Company in general meeting) the authority conferred by this Resolution shall continue in force until the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required by law to be held, whichever is the earlier.” The Proxy Materials are available for review at: https://www.cstproxy.com/vinfastauto/2025 CONTROL NUMBER VINFAST AUTO LTD. c/o Continental Proxy Services 1 State Street, New York NY 10004
VINFAST AUTO LTD. (Incorporated in the Republic of Singapore) (Company Registration Number 201501874G) Important Notice Regarding the Availability Of Proxy Materials For the 2024 Annual General Meeting of Shareholders to Be Held On June 26, 2025 These items of business are more fully described in the proxy statement. You should read the entire proxy statement carefully prior to submitting your vote through electronic communications or (in respect of persons whose names are entered in the register of members of the Company) the Proxy Form in the manner set out therein. This Notice, the proxy statement, and the annual report to VinFast Shareholders are currently available on the website https://www.cstproxy.com/vinfastauto/2025. The Audited Financial Statements (under the Singapore Financial Reporting Standards) for the financial year ended December 31, 2024 (and the accompanying Directors’ Statement and the Auditor’s Report) (the “SFRS Audited Financial Statements”) will be made available at https://www.cstproxy.com/vinfastauto/2025 and be reported to the U.S. Securities and Exchange Commission on the form 6-K in due course. The SFRS Audited Financial Statements, together with this Notice, the proxy statement and the annual report to VinFast Shareholders are referred to as the “AGM Materials”. All capitalized terms used in this Notice have the same meaning as set out in the proxy statement, unless the contrary intention appears. General matters relating to the AGM: 1. Quorum: The quorum required to transact business at the AGM is for at least two VinFast Shareholders to be present in person at the time when the AGM proceeds to business. A VinFast Shareholder being present in person includes a person attending as a proxy and a corporation being a VinFast Shareholder shall be deemed to be personally present if represented in accordance with the provisions of Section 179(3) of the Companies Act 1967 of Singapore (“Companies Act 1967”) and such corporation’s representative is not otherwise entitled to be present at the meeting as a VinFast Shareholder or proxy or as a corporate representative of another VinFast Shareholder. 2. Basis of voting: Votes shall be taken on a poll with one vote for each share. In order for Ordinary Resolutions to be passed, more than 50% of the eligible votes cast on the Resolution must be in favor of the Resolution. Whilst shares for which an abstention from voting has been recorded are counted toward the quorum of the meeting, the calculation of the percentage of votes cast in favor of the Resolution disregards abstained votes. A person entitled to more than one vote need not use all his/her/its votes or cast all the votes he/she/it uses in the same way. 3. Identification of Shareholders of Record and their corporate representatives: Before any person may participate in the AGM, the Chairperson of the AGM must be reasonably satisfied that the right of the person to participate at the AGM has been reasonably verified. 4. Record Date for Shareholders of Record: VinFast has fixed the close of business (Eastern Standard Time) on May 08, 2024 as the record date for determining whether members of VinFast are entitled to receive printed copies of this Notice and the Proxy Form and to access the AGM Materials. Participation in the AGM: 5. AGM to be held by electronic means: The AGM is being convened and will be held by electronic means pursuant to Section 173J of the Companies Act 1967. A VinFast Shareholder will not be able to physically attend the AGM and may vote online or appoint a proxy by submitting their Proxy Form, as further discussed below. A VinFast Shareholder may observe and/or listen to the AGM proceedings via live webcast and live audio feed and may submit questions live or in advance of the AGM, as further discussed below. A shareholder can cast his/her/its votes only. The Company is arranging for a live webcast and live audio feed of the AGM proceedings (the “Live AGM Webcast” or the “Live AGM Audio Feed”) which will take place on June 26, 2025 at 9:00 PM (Singapore time)/9:00 AM (Eastern Standard Time) in place of a physical AGM. VinFast Shareholders will be able to watch and/or listen to the AGM proceedings through the Live AGM Webcast or the Live Audio Feed, and the Company will not accept any physical attendance by VinFast Shareholders. Any VinFast Shareholder seeking to attend the AGM physically in person will be turned away. VinFast Shareholders are encouraged to access the virtual meeting website prior to the start time. Online check-in will begin at 8:30 PM (Singapore time) / 8:30 AM (Eastern Standard Time), and VinFast Shareholders should allow ample time to ensure their ability to access the meeting. 6. Notice and Proxy Card: Printed copies of this Notice and the Proxy Card will be sent to VinFast Shareholders. 7. Submission of Questions: VinFast Shareholders may submit questions related to the Resolutions prior to the start of the AGM at https://www.cstproxy.com/vinfastauto/2025 or during the AGM by following the instructions provided during the AGM. 8. Appointment of Proxies: VinFast Shareholders who wish to exercise his/her/its voting rights at the AGM may (whether the member is an individual or a corporate): (a) appoint a proxy(ies) (other than the Chairperson of the Meeting) to vote by poll on his/her/its behalf; or (b) appoint the Chairperson of the Meeting as his/her/its proxy to vote by poll on his/her/ its behalf. A proxy need not be a member of the Company. The Chairperson shall decline to accept appointment as proxies for any VinFast Shareholder to vote in respect of any of the Ordinary Resolutions, unless specific instructions have been given in the Proxy Form on how the VinFast Shareholder wishes for his/her/its votes to be cast in respect of the said relevant Ordinary Resolutions. A member who is not a relevant intermediary (as defined under Section 181 of the Companies Act 1967) is entitled to appoint not more than two proxies to attend and vote at the AGM. Where such member’s instrument appointing a proxy(ies) appoints more than on proxy, the proportion of shareholding concerned to be represented by each proxy shall be specified in the Proxy Form. A proxy representing more than one member shall only count as one member for the purpose of determining the quorum of the AGM. Where a member is represented by more than one proxy, such proxy shall count as only one member for the purpose of determining the quorum of the AGM. A member who is a relevant intermediary is entitled to appoint more than two proxies to attend and vote at the AGM, but each proxy must be appointed to exercise the rights attached to a different share or shares held by such member. Where such member’s Proxy Form appoints more than two proxies, the number and class of shares in relation to which each proxy has been appointed shall be specified in the Proxy Form. If you are a VinFast Shareholder whose name is entered into the register of members of the Company and you want to appoint a proxy to vote on your behalf at the AGM, you must complete and sign the Proxy Form, before depositing a hard copy (whether in person or by post) at Proxy Services c/o Continental Trust Services, 1 State Street, New York, NY USA 10004 no later than 9.00 p.m. (Singapore time) / 9:00 AM (Eastern Standard Time) on June 23, 2025, being seventy-two hours before the time appointed for the AGM. 9. Voting: If you wish to submit your vote online, you should access https://www.cstproxy.com/vinfastauto/2025. Whether or not you plan to attend the AGM, we urge you to submit your vote online. 10. Personal Data Privacy: By participating in the AGM and/or any adjournment thereof, submitting an instrument appointing a proxy to attend, speak, and vote at the AGM and/or any adjournment thereof, or submitting any details of the VinFast Shareholder’s corporate representatives in connection with the AGM, a VinFast Shareholder (a) consents to the collection, use and disclosure of the Shareholder’s personal data by the Company (or its agents or service providers) for the purpose of the processing, administration, and analysis by the Company (or its agents or service providers) of proxies appointed for the AGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the AGM (including any adjournment thereof), and in order for the Company (or its age
Bản tiếng Việt là bản dịch máy để tham khảo. Văn bản chính thức (tiếng Anh) trên SEC: tm2514614d1_6k.htm, tm2514614d1_ex99-1.htm, tm2514614d1_ex99-2.htm, tm2514614d1_ex99-3.htm, tm2514614d1_ex99-4.htm.