Vietnam Lotus Fund - Notice of AGM

Tue Apr 29, 2008 11:34am EDT

* Reuters is not responsible for the content in this press release.

RNS Number:3764T
Vietnam Lotus Fund Limited
29 April 2008





THIS LETTER AND THE ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR
IMMEDIATE ATTENTION.  If you are in any doubt as to any aspect of this Notice,
you should consult your stockbroker or other registered dealer in securities,
bank manager, solicitor, professional accountant or other professional advisor.



If you have sold or transferred all your shares in Vietnam Lotus Fund Limited,
you should immediately hand this Notice to the purchaser or transferee or to the
bank, stockbroker or other agent through which the sale or transfer was effected
for transmission to the purchaser or transferee.







                           VIETNAM LOTUS FUND LIMITED

          (Incorporated in the Cayman Islands with Limited Liability)



                        NOTICE OF ANNUAL GENERAL MEETING









Notice of the Annual General Meeting of Vietnam Lotus Fund Limited (the Company)
to be held at the offices of Freshfields Bruckhaus Deringer, 11th floor, 29 Le
Duan Boulevard, Ho Chi Minh City, Vietnam on 18 June 2008 at 5.30 p.m. (Vietnam
time) is set out on pages 3 to 4 of this document. A form of proxy for use at
the Annual General Meeting is enclosed and to be valid should be completed in
accordance with the instructions printed thereon and returned so as to reach the
Company's Administrators Agent, HSBC Institutional Trust Services (Asia)
Limited, 39th Floor, Dorset House, Taikoo Place, 979 King's Road, Hong Kong
(marked for the attention of "Investor Services - IFS") as soon as possible and,
in any event, so that it is received not less than 48 hours before the time for
holding the meeting.  Completion and posting of the form of proxy does not
prevent a shareholder from attending and voting in person at the Annual General
Meeting.



The Directors, whose names appear below, accept responsibility for the
information contained in this document.  To the best of the knowledge and belief
of the Directors (who have taken all reasonable care to ensure that such is the
case) the information contained in this document is in accordance with the facts
and does not omit anything likely to affect the import of such information.




28 April 2008


Directors:                                           Vietnam address:
Philip Smiley (Chairman)                             6th Floor
Stephen Diggle                                       Opera View Building
                                                     161 Dong Khoi
Antony Jordan                                        District 1
                                                     Ho Chi Minh City
Christopher Vale                                     Vietnam


Registered office:
Fourth Floor, Zephyr House, Mary Street
PO Box 709 GT, George Town
Grand Cayman, Cayman Islands
British West Indies


















LETTER FROM THE CHAIRMAN







                           VIETNAM LOTUS FUND LIMITED



          (Incorporated in the Cayman Islands with Limited Liability)





To the shareholders (the Shareholders) of Vietnam Lotus Fund Limited (the
Company)



28 April 2008





Dear Shareholder,



                             ANNUAL GENERAL MEETING



INTRODUCTION



I have pleasure in enclosing the notice of the Annual General Meeting (AGM) of
the Company to be held at the offices of Freshfields Bruckhaus Deringer, 11th
floor, 29 Le Duan Boulevard, Ho Chi Minh City, Vietnam on 18 June 2008 at 5.30
p.m.



The ordinary business to be conducted at the AGM will consist of the adoption of
the annual accounts, the sanctioning of the Directors' decision not to pay a
dividend, the re-appointment of each of Philip Smiley (Chairman), Stephen
Diggle, Antony Jordan and Christopher Vale as a Director following the expiry of
their respective terms at the AGM, the approval of the re-appointment of KPMG
Limited as the auditors of the Company and the grant of authority to your Board
to fix the remuneration of the auditors.



PRIVATE ANNUAL REPORT AND FINANCIAL STATEMENTStc  /l 0 "1ANNUAL REPORT AND
FINANCIAL STATEMENTS"



Copies of the Company's annual report and accounts for the period ended 31
December 2007 were sent to all Shareholders on 28 April 2008.  If any
shareholder has not yet received a copy of the annual report and accounts, he is
urged to contact Kevin Snowball or Jonathon Waugh (tel: +84 8 827 6040) at the
Investment Manager.



VOTING BY PROXY AND THROUGH DEPOSITORIES



Registered Shareholders should complete, and persons who hold shares through
Euroclear or Clearstream Banking, Luxembourg (Clearstream) should request
Euroclear or Clearstream to complete the enclosed Proxy Form for the Annual
General Meeting and return it to HSBC Institutional Trust Services (Asia)
Limited, 39th Floor, Dorset House, Taikoo Place, 979 King's Road, Hong Kong
(marked for the attention of "Investor Services -IFS") as soon as possible and,
in any event, so as to arrive not later than 6:30pm (Hong Kong time) on 16 June
2008. Completing a Proxy Form will not preclude Shareholders from attending the
Annual General Meeting and voting in person (or by corporate representative) if
they wish to do so. If any assistance is required, please contact the following
help lines:



•        Euroclear Help line       :           (852) 3141 5555

•        Clearstream Help line    :           (352) 4797 2508



PRIVATE RECOMMENDATIONtc  /l 0 "1RECOMMENDATION"



Your Directors consider that approval of the ordinary business is in the
Company's best interests and recommend that you vote in favour of these
resolutions to be proposed at the meeting.



None of the Directors hold Shares in the Company.



PRIVATE DOCUMENTS AVAILABLE FOR INSPECTION

tc  /l 0 "1DOCUMENTS AVAILABLE FOR INSPECTION"

Copies of the Memorandum and Articles of Association of the Company will be
available for inspection at the offices of Freshfields Bruckhaus Deringer, #
05-01, 17 Ngo Quyen, Hanoi, Vietnam; at the offices of NCB Stockbrokers Limited,
3 George's Dock
International Financial Services Centre, Dublin, Ireland; and at the offices of
HSBC Institutional Trust Services (Asia) Limited, 39th Floor, Dorset House,
Taikoo Place, 979 King's Road, Hong Kong during normal business hours until 18
June 2008 and at the AGM itself.



Yours faithfully,



Philip Smiley

Chairman









PRIVATE NOTICE OF ANNUAL GENERAL MEETINGtc  /l 0 "1NOTICE OF ANNUAL GENERAL
MEETING"






                           VIETNAM LOTUS FUND LIMITED

          (Incorporated in the Cayman Islands with Limited Liability)





NOTICE IS HEREBY GIVEN that the Annual General Meeting of Vietnam Lotus Fund
Limited (the Company) will be held at the offices of Freshfields Bruckhaus
Deringer, 11th floor, 29 Le Duan Boulevard, Ho Chi Minh City, Vietnam on 18 June
2008 at 5.30 p.m. to consider and, if thought fit, pass the following
resolutions:



ORDINARY RESOLUTIONS



(1)               THAT the annual report and accounts of the Company for the
period ended 31 December 2007 be received and considered.



(2)               THAT the decision of the Directors of the Company not to
declare and pay a dividend be and is hereby sanctioned.



(3)               THAT Philip Smiley be re-elected as a Director of the Company.



(4)               THAT Stephen Diggle be re-elected as a Director of the
Company.



(5)               THAT Antony Jordan be re-elected as a Director of the Company.



(6)               THAT Christopher Vale be re-elected as a Director of the
Company.



(7)               THAT KPMG Limited be re-appointed as auditors of the Company
and that the Board be authorised to fix the remuneration of the auditors.



(8)               THAT in accordance with the Prospectus dated 20 December 2006
the aggregate remuneration of the Board will be fixed at US$50,000 per annum.





                                                           By Order of the Board

                                HSBC Institutional Trust Services (Asia) Limited

                                                           Administrator's Agent

28 April 2008



Registered Office:

Fourth Floor, Zephyr House, Mary Street
PO Box 709 GT, George Town
Grand Cayman, Cayman Islands
British West Indies



Notes:



1.         A member entitled to attend and vote at the above Meeting is entitled
to appoint one or more proxies to attend and, on a poll, vote on his behalf.  A
proxy need not be a member of the Company.  A form of proxy in respect of the
above Meeting has been despatched to the shareholders of the Company on 28 April
2008 with this Circular.



2.                  Proxy forms must be deposited at HSBC Institutional Trust
Services (Asia) Limited, 39th Floor, Dorset House, Taikoo Place, 979 King's
Road, Hong Kong (Fax No. +(852) 28696120) no later than 48 hours prior to the
time specified above for the holding of the Annual General Meeting.




                           VIETNAM LOTUS FUND LIMITED

          (Incorporated in the Cayman Islands with Limited Liability)





Form of proxy for use by shareholders at the Annual General Meeting convened to
be held at the offices of Freshfields Bruckhaus Deringer, 11th floor, 29 Le Duan
Boulevard, Ho Chi Minh City, Vietnam on 18 June 2008 at 5.30 p.m.




I/We (note 1) ____________________________of ___________________________________
being the holder(s) of _______________________ (note 2) Shares of US$0.05 each
of the above-named Company hereby appoint _______________________________of
____________________________________ (note 3), or failing him, the duly
appointed Chairman of the meeting to act as my/our proxy at the AGM of the
Company to be held on 18 June 2008 and at any adjournment thereof and to vote on
my/our behalf as directed below.



Please indicate with a "x" in the spaces provided how you wish the proxy to vote
on your behalf.



Ordinary Business:



Ordinary Resolutions:

Ordinary Resolution 1

To receive and consider the financial statements                           For            Against

and the report of the auditors for the period

ended 31 December 2007;

Ordinary Resolution 2

To approve the decision of the Directors of the Company not to declare     For            Against
and pay a dividend;

Ordinary Resolution 3


To re-elect Philip Smiley as a Director;                                   For            Against

Ordinary Resolution 4

To re-elect Stephen Diggle as a Director;                                  For            Against

Ordinary Resolution 5

To re-elect Antony Jordan as a Director;                                   For            Against

Ordinary Resolution 6

To re-elect Christopher Vale as a Director;                                For            Against

Ordinary Resolution 7

To re-appoint the auditors and authorize the Directors to fix their        For            Against
remuneration;





Ordinary Resolution 8

To fix the aggregate remuneration of the Directors at US$ 50,000 per       For            Against
annum;













Dated the                        day of                          2008.





Shareholder's Signature: ________________________ (notes 4 and 5)





Notes:



1.                 Full name(s) and address(es) to be inserted in BLOCK
CAPITALS.

2.                 Please insert the number of shares registered in your name
(s); if no number is inserted, this form of proxy will be deemed to relate to
all the shares in the capital of the Company registered in your name(s).

3.                 A proxy need not be a member of the Company.  If any proxy
other than the Chairman of the meeting is appointed, delete the words "the
Chairman of the meeting or" and insert the name and address of the person
appointed proxy in the space provided.

4.                 In the case of joint holders, this form of proxy must be
signed by the member whose name stands first on the register of members.

5.                 This form of proxy must be signed by the appointor, or his
attorney duly authorised in writing, or if such appointor is a corporation,
either under its Common seal or under the hand of an officer or attorney so
authorised.

6.                 If this form is returned duly signed but without a specific
direction, the proxy will vote or abstain at his discretion.  The proxy will
also be entitled to vote at his discretion on any resolution properly put to the
AGM other than those referred to in the notice convening the AGM.

7.                 In order to be valid, this form of proxy together with a
power of attorney or other authority (if any) under which it is signed or a
notarially certified copy of that authority must be deposited with the office of
the Company's Administrator's Agent, HSBC Institutional Trust Services (Asia)
Limited, 39th Floor, Dorset House, Taikoo Place, 979 King's Road, Hong Kong
(marked for the attention of "Investor Services -IFS") not later than 48 hours
before the time for holding the AGM.

8.                 Any alterations made to this form should be initially by the
person who signs it.

















This announcement has been issued through the Companies Announcement Service of

                            The Irish Stock Exchange








                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

ISEUKONRWSRSUAR