Foreign Private Issuer compensation summary

VinFast Auto Ltd. reports as a Foreign Private Issuer. Instead of a standard executive pay table, the annual report provides narrative disclosure of executive compensation. Key excerpts are summarized below.

B. Capitalization and indebtedness

Fiscal year 2024

B.Capitalization and indebtedness
Not applicable.
B.Capitalization and indebtednessNot applicable.

C. Reasons for the oﬀer and use of proceeds

Fiscal year 2024

C.Reasons for the oﬀer and use of proceeds
Not applicable.
D.Risk factors
You should carefully consider all of the information set forth in this section and elsewhere in this Annual Report and in the other documents we file with or furnish to the SEC before deciding to invest in or to maintain an investment in our securities.
Our business, financial condition or results of operations could be materially and/or adversely affected by any of these risks, any of which could have an adverse effect on the trading price of our securities.
Additional risks not presently known to us or that we currently deem immaterial may also impair our business, financial condition and results of operations.
Summary of Risk Factors

Key figures

9 billion ($: $3,178,800,000disclosed as millions or billions
5 billion ($: $1,252,000,000disclosed as millions or billions
3 billion ($: $4,385,800,000disclosed as millions or billions
0 billion ($: $2,547,200,000disclosed as millions or billions
1 billion ($: $1,607,700,000disclosed as millions or billions
Exchangeable Bonds: $183,500,000disclosed as millions or billions

B. Compensation

Fiscal year 2023

B.Compensation
No Item 6.B compensation disclosure found in provided excerpt.

F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation

Fiscal year 2023

F.Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation
On July 29, 2024, we were required to prepare an accounting restatement of the Prior Financial Statements.
For more information, see the Explanatory Note to this Amendment.
Our Compensation Committee and our Board have concluded that there was no erroneously awarded compensation.
The Committee and Board applied our recovery of erroneously awarded compensation policy to this restatement and concluded that none of our officers subject to our compensation recovery policy received compensation that was dependent in whole or part on a financial reporting measure.
ITEM 7.
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

Key figures

On March: $194,200,000disclosed as millions or billions
On December: $419,300,000disclosed as millions or billions
7 billion ($: $839,100,000disclosed as millions or billions
4 billion ($: $7,100,000disclosed as millions or billions
0 billion ($: $56,900,000disclosed as millions or billions
1 billion ($: $1,000,000disclosed as millions or billions
2 million ($: $92
Construction Development: $56,900,000disclosed as millions or billions

Board Practices

Fiscal year 2023

No information regarding Board Practices is explicitly provided in the furnished document within the extractable content range. Item 6.C, which covers board structure, committees, terms, governance practices, and director service agreements, is expected to appear on or after page 22 according to the Table of Contents, but the provided text only extends up to page 11.

Share Ownership

Fiscal year 2023

The document does not contain information about beneficial ownership of directors and officers, outstanding share-based awards, or ownership requirements.
The provided text details various accounting policies and notes related to VinFast Auto Ltd.'s financial statements, including those concerning leases, revenue recognition, and intangible assets.

Compensation

Fiscal year 2023

The provided excerpt does not contain specific details regarding compensation for directors and senior management.
The document mentions "office holders’ compensation" in relation to Singapore Companies Act, but does not provide figures or specifics.
Information on share ownership by directors and executive officers is referenced as being in Item 6.B but is not detailed within this excerpt.
The document discusses board diversity and employee numbers but not compensation figures.
Related party transactions are detailed, including loans, leases, and sale agreements, but compensation for individuals is not.
Aggregate compensation paid to directors and executive officers in cash and benefits in kind was VND 78.0 billion ($3.3 million) for the year ended December 31, 2023.
The company has not set aside or accrued any amounts for pension, retirement, or similar benefits for its executive officers and directors.

Key figures

Aggregate compensation for directors and officers as a group: $1,843,636,363,636,364

Board Practices

Fiscal year 2023

The Board consists of six directors, with two qualifying as independent under Nasdaq and Exchange Act Rule 10A-3 requirements.
Mr. Ngan is expected to resign effective May 1, 2024, and will be replaced by Mr. Tham on the same day.
Board committees include the audit, compensation, and nominating and corporate governance committees; each audit committee member is independent and meets financial literacy requirements.
The company has established charters for its committees outlining their responsibilities and roles.
ESG matters are overseen by the audit committee, reflecting a commitment to minimizing environmental impact, enhancing efficiency, and upholding strong governance and ethical standards.
Half of the Board members identify as women, emphasizing the company's focus on gender diversity and equality.
A Code of Business Conduct and Ethics, covering conflicts of interest, compliance, equal opportunity, and anti-corruption, applies to all executive officers, board members, and employees.

Share Ownership

Fiscal year 2023

The document refers to "Item 6. Directors, Senior Management and Employees — B. Compensation" and "Item 7. Major Shareholders and Related Party Transactions — A. Major Shareholders" for information regarding the ownership of ordinary shares by directors and executive officers.
The document states that beneficial ownership is determined according to SEC rules and includes shares with the right to acquire within 60 days.
As of April 24, 2024, there were 2,338,032,497 ordinary shares outstanding.
As of April 24, 2024, Vingroup beneficially owned 1,185,010,424 ordinary shares (50.7%), VIG beneficially owned 769,584,044 ordinary shares (32.9%), and Asian Star beneficially owned 334,041,555 ordinary shares (14.3%).
As of April 24, 2024, Pham Nhat Vuong beneficially owned 2,288,636,023 ordinary shares (97.9%), and Le Thi Thu Thuy beneficially owned 400,000 ordinary shares (less than 1.0%).
All directors and executive officers as a group beneficially owned 2,289,036,023 ordinary shares (97.9%) as of April 24, 2024.
As of April 24, 2024, there were six U.S. holders of record who held approximately 2.1% of the outstanding ordinary shares.

Key figures

ordinary_shares_outstanding_april_24_2024: $2,338,032,497
vingroup_shares_owned: $1,185,010,424
vingroup_ownership_percentage: $51
vig_shares_owned: $769,584,044
vig_ownership_percentage: $33
asian_star_shares_owned: $334,041,555
asian_star_ownership_percentage: $14
pham_nhat_vuong_shares_owned: $2,288,636,023
pham_nhat_vuong_ownership_percentage: $98
le_thi_thu_thuy_shares_owned: $400,000
directors_and_officers_group_shares_owned: $2,289,036,023
directors_and_officers_group_ownership_percentage: $98
us_holders_record_ownership_percentage: $2

Clawback Provisions

Fiscal year 2023

The registrant indicated that no error corrections were restatements that required a recovery analysis of incentive-based compensation received by any of its executive officers during the relevant recovery period, pursuant to SEC Rule 240.10D-1(b).

B. Compensation

Fiscal year 2023

Compensation
Information regarding the compensation of the directors and executive officers of VinFast, including a summary of the VinFast incentive award plan that is administered by the VinFast board, is included in the Proxy Statement/Prospectus under the sections titled “Management of VinFast Following the Business Combination—Compensation of Directors and Executive Officers” and Management of VinFast Following the Business Combination—VinFast Incentive Award Plan” and are incorporated herein by reference.
B.
Information regarding the compensation of directors and executive officers is incorporated by reference from the Proxy Statement/Prospectus.
Details on the VinFast incentive award plan administered by the board is incorporated by reference.
Specific sections referenced for compensation details are "Management of VinFast Following the Business Combination—Compensation of Directors and Executive Officers" and "Management of VinFast Following the Business Combination—VinFast Incentive Award Plan".

C. Board Practices

Fiscal year 2023

Board Practices
Information regarding the board of directors of VinFast is included in the Proxy Statement/Prospectus under the section titled “Management of VinFast Following the Business Combination” and is incorporated herein by reference.
Employees
Information regarding the employees of VinFast is included in the Proxy Statement/Prospectus under the section titled “VinFast’s Business—Our People” and is incorporated herein by reference.
Information regarding the board of directors of VinFast is incorporated by reference from the Proxy Statement/Prospectus under the section titled “Management of VinFast Following the Business Combination” and is not explicitly provided in this report.

E. Share Ownership

Fiscal year 2023

Share Ownership
Information regarding the ownership of VinFast’s ordinary shares by VinFast’s directors and executive officers is set forth in Item 7.A of this Report.
E.
As of August 14, 2023, Vingroup beneficially owned 1,185,010,424 ordinary shares, representing 51.4% of the outstanding shares.
Vietnam Investment Group Joint Stock Company (VIG) beneficially owned 769,989,498 ordinary shares, representing 33.4% of the outstanding shares.
Asian Star Trading & Investment Pte. Ltd. beneficially owned 345,000,076 ordinary shares, representing 15.0% of the outstanding shares.
Pham Nhat Vuong, as a director, may be deemed to beneficially own 2,299,999,998 ordinary shares, representing 99.7% of the outstanding shares, through his direct and indirect shareholdings in Vingroup, VIG, and Asian Star.

Key figures

Vingroup: $1,185,010,424
Vietnam Investment Group Joint Stock Company VIG: $769,989,498
Asian Star Trading & Investment Pte. Ltd.: $345,000,076
Pham Nhat Vuong: $2,299,999,998

Dividends and Paying Agents

Fiscal year 2023

Item 6.F is stated as 'Not applicable' in this report, meaning no information on clawback provisions (or dividends and paying agents) is provided.

Foreign Private Issuer compensation summary

B. Capitalization and indebtedness

Fiscal year 2024

B.Capitalization and indebtedness
Not applicable.
B.Capitalization and indebtednessNot applicable.

C. Reasons for the oﬀer and use of proceeds

Fiscal year 2024

C.Reasons for the oﬀer and use of proceeds
Not applicable.
D.Risk factors
You should carefully consider all of the information set forth in this section and elsewhere in this Annual Report and in the other documents we file with or furnish to the SEC before deciding to invest in or to maintain an investment in our securities.
Our business, financial condition or results of operations could be materially and/or adversely affected by any of these risks, any of which could have an adverse effect on the trading price of our securities.
Additional risks not presently known to us or that we currently deem immaterial may also impair our business, financial condition and results of operations.
Summary of Risk Factors

Key figures

9 billion ($: $3,178,800,000disclosed as millions or billions
5 billion ($: $1,252,000,000disclosed as millions or billions
3 billion ($: $4,385,800,000disclosed as millions or billions
0 billion ($: $2,547,200,000disclosed as millions or billions
1 billion ($: $1,607,700,000disclosed as millions or billions
Exchangeable Bonds: $183,500,000disclosed as millions or billions

B. Compensation

Fiscal year 2023

B.Compensation
No Item 6.B compensation disclosure found in provided excerpt.

F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation

Fiscal year 2023

F.Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation
On July 29, 2024, we were required to prepare an accounting restatement of the Prior Financial Statements.
For more information, see the Explanatory Note to this Amendment.
Our Compensation Committee and our Board have concluded that there was no erroneously awarded compensation.
The Committee and Board applied our recovery of erroneously awarded compensation policy to this restatement and concluded that none of our officers subject to our compensation recovery policy received compensation that was dependent in whole or part on a financial reporting measure.
ITEM 7.
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

Key figures

On March: $194,200,000disclosed as millions or billions
On December: $419,300,000disclosed as millions or billions
7 billion ($: $839,100,000disclosed as millions or billions
4 billion ($: $7,100,000disclosed as millions or billions
0 billion ($: $56,900,000disclosed as millions or billions
1 billion ($: $1,000,000disclosed as millions or billions
2 million ($: $92
Construction Development: $56,900,000disclosed as millions or billions

Board Practices

Fiscal year 2023

No information regarding Board Practices is explicitly provided in the furnished document within the extractable content range. Item 6.C, which covers board structure, committees, terms, governance practices, and director service agreements, is expected to appear on or after page 22 according to the Table of Contents, but the provided text only extends up to page 11.

Share Ownership

Fiscal year 2023

The document does not contain information about beneficial ownership of directors and officers, outstanding share-based awards, or ownership requirements.
The provided text details various accounting policies and notes related to VinFast Auto Ltd.'s financial statements, including those concerning leases, revenue recognition, and intangible assets.

Compensation

Fiscal year 2023

The provided excerpt does not contain specific details regarding compensation for directors and senior management.
The document mentions "office holders’ compensation" in relation to Singapore Companies Act, but does not provide figures or specifics.
Information on share ownership by directors and executive officers is referenced as being in Item 6.B but is not detailed within this excerpt.
The document discusses board diversity and employee numbers but not compensation figures.
Related party transactions are detailed, including loans, leases, and sale agreements, but compensation for individuals is not.
Aggregate compensation paid to directors and executive officers in cash and benefits in kind was VND 78.0 billion ($3.3 million) for the year ended December 31, 2023.
The company has not set aside or accrued any amounts for pension, retirement, or similar benefits for its executive officers and directors.

Key figures

Aggregate compensation for directors and officers as a group: $1,843,636,363,636,364

Board Practices

Fiscal year 2023

The Board consists of six directors, with two qualifying as independent under Nasdaq and Exchange Act Rule 10A-3 requirements.
Mr. Ngan is expected to resign effective May 1, 2024, and will be replaced by Mr. Tham on the same day.
Board committees include the audit, compensation, and nominating and corporate governance committees; each audit committee member is independent and meets financial literacy requirements.
The company has established charters for its committees outlining their responsibilities and roles.
ESG matters are overseen by the audit committee, reflecting a commitment to minimizing environmental impact, enhancing efficiency, and upholding strong governance and ethical standards.
Half of the Board members identify as women, emphasizing the company's focus on gender diversity and equality.
A Code of Business Conduct and Ethics, covering conflicts of interest, compliance, equal opportunity, and anti-corruption, applies to all executive officers, board members, and employees.

Share Ownership

Fiscal year 2023

The document refers to "Item 6. Directors, Senior Management and Employees — B. Compensation" and "Item 7. Major Shareholders and Related Party Transactions — A. Major Shareholders" for information regarding the ownership of ordinary shares by directors and executive officers.
The document states that beneficial ownership is determined according to SEC rules and includes shares with the right to acquire within 60 days.
As of April 24, 2024, there were 2,338,032,497 ordinary shares outstanding.
As of April 24, 2024, Vingroup beneficially owned 1,185,010,424 ordinary shares (50.7%), VIG beneficially owned 769,584,044 ordinary shares (32.9%), and Asian Star beneficially owned 334,041,555 ordinary shares (14.3%).
As of April 24, 2024, Pham Nhat Vuong beneficially owned 2,288,636,023 ordinary shares (97.9%), and Le Thi Thu Thuy beneficially owned 400,000 ordinary shares (less than 1.0%).
All directors and executive officers as a group beneficially owned 2,289,036,023 ordinary shares (97.9%) as of April 24, 2024.
As of April 24, 2024, there were six U.S. holders of record who held approximately 2.1% of the outstanding ordinary shares.

Key figures

ordinary_shares_outstanding_april_24_2024: $2,338,032,497
vingroup_shares_owned: $1,185,010,424
vingroup_ownership_percentage: $51
vig_shares_owned: $769,584,044
vig_ownership_percentage: $33
asian_star_shares_owned: $334,041,555
asian_star_ownership_percentage: $14
pham_nhat_vuong_shares_owned: $2,288,636,023
pham_nhat_vuong_ownership_percentage: $98
le_thi_thu_thuy_shares_owned: $400,000
directors_and_officers_group_shares_owned: $2,289,036,023
directors_and_officers_group_ownership_percentage: $98
us_holders_record_ownership_percentage: $2

Clawback Provisions

Fiscal year 2023

The registrant indicated that no error corrections were restatements that required a recovery analysis of incentive-based compensation received by any of its executive officers during the relevant recovery period, pursuant to SEC Rule 240.10D-1(b).

B. Compensation

Fiscal year 2023

Compensation
Information regarding the compensation of the directors and executive officers of VinFast, including a summary of the VinFast incentive award plan that is administered by the VinFast board, is included in the Proxy Statement/Prospectus under the sections titled “Management of VinFast Following the Business Combination—Compensation of Directors and Executive Officers” and Management of VinFast Following the Business Combination—VinFast Incentive Award Plan” and are incorporated herein by reference.
B.
Information regarding the compensation of directors and executive officers is incorporated by reference from the Proxy Statement/Prospectus.
Details on the VinFast incentive award plan administered by the board is incorporated by reference.
Specific sections referenced for compensation details are "Management of VinFast Following the Business Combination—Compensation of Directors and Executive Officers" and "Management of VinFast Following the Business Combination—VinFast Incentive Award Plan".

C. Board Practices

Fiscal year 2023

Board Practices
Information regarding the board of directors of VinFast is included in the Proxy Statement/Prospectus under the section titled “Management of VinFast Following the Business Combination” and is incorporated herein by reference.
Employees
Information regarding the employees of VinFast is included in the Proxy Statement/Prospectus under the section titled “VinFast’s Business—Our People” and is incorporated herein by reference.
Information regarding the board of directors of VinFast is incorporated by reference from the Proxy Statement/Prospectus under the section titled “Management of VinFast Following the Business Combination” and is not explicitly provided in this report.

E. Share Ownership

Fiscal year 2023

Share Ownership
Information regarding the ownership of VinFast’s ordinary shares by VinFast’s directors and executive officers is set forth in Item 7.A of this Report.
E.
As of August 14, 2023, Vingroup beneficially owned 1,185,010,424 ordinary shares, representing 51.4% of the outstanding shares.
Vietnam Investment Group Joint Stock Company (VIG) beneficially owned 769,989,498 ordinary shares, representing 33.4% of the outstanding shares.
Asian Star Trading & Investment Pte. Ltd. beneficially owned 345,000,076 ordinary shares, representing 15.0% of the outstanding shares.
Pham Nhat Vuong, as a director, may be deemed to beneficially own 2,299,999,998 ordinary shares, representing 99.7% of the outstanding shares, through his direct and indirect shareholdings in Vingroup, VIG, and Asian Star.

Key figures

Vingroup: $1,185,010,424
Vietnam Investment Group Joint Stock Company VIG: $769,989,498
Asian Star Trading & Investment Pte. Ltd.: $345,000,076
Pham Nhat Vuong: $2,299,999,998

Dividends and Paying Agents

Fiscal year 2023

Item 6.F is stated as 'Not applicable' in this report, meaning no information on clawback provisions (or dividends and paying agents) is provided.

How much does the CEO get paid?

Pay & Performance Snapshot

Is this pay justified?

Are insiders buying or selling?

Full data tables

Equity Rollforward

Pay vs Performance Disclosure

Want to know when VinFast Auto Ltd. files their next proxy?

Foreign Private Issuer compensation summary

B. Capitalization and indebtedness

C. Reasons for the oﬀer and use of proceeds

Key figures

B. Compensation

F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation

Key figures

Board Practices

Share Ownership

Compensation

Key figures

Board Practices

Share Ownership

Key figures

Clawback Provisions

B. Compensation

C. Board Practices

E. Share Ownership

Key figures

Dividends and Paying Agents

How much does the CEO get paid?

Pay & Performance Snapshot

Is this pay justified?

Are insiders buying or selling?

Full data tables

Equity Rollforward

Pay vs Performance Disclosure

Want to know when VinFast Auto Ltd. files their next proxy?

Foreign Private Issuer compensation summary

B. Capitalization and indebtedness

C. Reasons for the oﬀer and use of proceeds

Key figures

B. Compensation

F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation

Key figures

Board Practices

Share Ownership

Compensation

Key figures

Board Practices

Share Ownership

Key figures

Clawback Provisions

B. Compensation

C. Board Practices

E. Share Ownership

Key figures

Dividends and Paying Agents