embracing challenges To: VNG Shareholders From: VNG Board of Directors (“BOD”) Date: 14 May 2015 Subject: Employee Stock Option Program II (“ESOP 2”) Modificatio Background
VNG sought and received your authorization to implement the ESOP 2 in 2012 totaling 3,551,232 options covering the period from 2012 through 2014
At present, the un-granted portion is 1,667,585 The Company has been prudent
and preserved the un-granted portion to assess the strategic plan execution
effectiveness, reward/motivate executives accordingly and allowing for continuing flexibility in attracting managerial talents In consideration of the above matters, the Senior Management Team (“SMT”) and the BOD recognize the need to extend the program and concurrently request for modifications to strengthen its overall
effectiveness
Proposed Transaction
For the benefits of Human Resources Management and future financial statements, VNG BOD is proposing to: (i) extend the granting period through 2018 and (ii) shorten the vesting schedule from five to any combination of three and/or four years, subject to the SMT decision All other terms as approved in 2012 shall remain unchanged The proposed modifications shall apply only to the un-granted options Key Terms
As indicated, the proposed changes form part of a revamped compensation strategy to
better reflect business needs and enhance competitiveness in a tight job market for technical skills set Key relevant conditions are as followed:
e Grant Period 2015 - 2018
e Terms Change from 5-yrs to any combination of
3 and/or 4-years vesting period
Rationale
The proposed modifications will:
a Continue the previously approved but unused ESOP2 without having to approve a new ESOP;
b Provide best suitability and effectiveness per VNG situation and Vietnamese culture;
Strengthen recruiting competiveness; and
Enable flexibility to manage attrition rate and commitment level
1
VNG CORPORATION
182 Le Dai Hanh St., Ward 15, Dist.11, 3" floor Trung Yen 1 Building
Ho Chi Minh City, Viet Nam Trung Yen St., Cau Giay Dist., Ha Noi, Viet Nam
T: (84 8) 3 962 4888 F:(848)39624666 | 1:(844)3 7868866 F: (84 4) 3 557 5754
Trang 2Other Considerations
We have considered and noted the following impact arising from the proposed modifications:
a Accounting
(i) International Financial Reporting Standards (“IFRS”)
i, Extend Granting Period - Reduce (vs original plan) annual compensation expense for the overall program;
ii, Extend the overall vesting schedule between two to three years (depending on ratio of three or four years vesting period once fully implemented, from 2019 to 2021), positively impact future financial statements as followed:
a) Lower additional annual shares count;
b) Reduce annual ESOP-related expense; and
c) More room for EPS to grow annually (subject to business
performance) until the end of the ESOP 2
Summarily, keeping the same all other assumptions that impact the underlying business and option valuation, the proposed modifications’ annual_profit_& loss impact will be lower than per original authorized ESOP2
(ii) Vietnam Accounting Standards (“VAS”)
No impact
b Others
There are no dilution or tax impact Conclusion
In our view, per the provided background, benefits to HR management and financials and related considerations, we recommend the approval of the proposed ESOP 2’s modifications
Please note that all information and data are based on our best knowledge,
understanding and information available to us up to the date of this Memo Further, the proposed ESOP 2’s modifications shall be subject to the approval of Board of Directors and the General Shareholders Meeting
ESOP 2 Original Terms
e Terms: 5-yrs
e Participants: Full time VNG employees
e Strike price: VND20,000
e Time Period: 2012 through the end of 2014
e Granting Mechanism: 40%/30%/30% in 2012-14 respectively