Joint Stock Commercial Bank for Foreign Trade of Vietnam : 2. Regulation on organizing 2022 Annual General Meeting

THE JOINT STOCK COMMERCIAL BANK FOR FOREIGN TRADE OF VIET NAM

SOCIALIST REPUBLIC OF VIETNAM Independence - Freedom - Happiness

Address: 198 Tran Quang Khai St, Ha Noi

Business Registration No. 0100112437 (15th revision dated April 14th, 2022 )

Hanoi, April 29th, 2022

DRAFT

REGULATIONS

ON ORGANIZING THE ANNUAL GENERAL SHAREHOLDERS MEETING 2022 OF JOINT STOCK COMMERCIAL BANK FOR FOREIGN TRADE OF VIETNAM

___________________________

Chapter I

GENERAL REGULATIONS

Article 1: Scope and applicable objects

1. These regulations shall apply to the organization of the Annual

General Shareholders Meeting (hereinafter referred to as "AGM") 2022 of the Joint Stock Commercial Bank for Foreign Trade of Vietnam.

2. These regulations specify the rights and obligations of shareholders, individuals attending the AGM; conditions and modalities for the AGM.

Chapter II

RIGHTS AND OBLIGATIONS OF SHAREHOLDERS,

INDIVIDUALS ATTENDING THE AGM

Article 2: Rights and obligations of shareholders

1. Qualifications to attend the AGM

Shareholders or their authorized representatives whose names are on the list of shareholders as determined on the final registration date of attending the AGM.

2. Rights of shareholders when attending the AGM:

a) To attend the AGM in person or to authorize another person to attend the AGM;

b) To vote on all matters under the authority of the AGM, in conformity with the Law on Enterprises, other applicable laws, and the Charter on the organization and operation of the Joint Stock Commercial Bank for Foreign Trade of Vietnam

c) To be officially informed of the contents of the AGM by the organizing committee, including:

(i) Approval of Report of the Board of Directors on operation in 2021 and 2022 orientation;

• (ii) Approval of Report of the Board of Management on business activities in 2021 and plans for 2022;

• (iii) Approval of the Report of the Supervisory Board on operation in 2021 and 2022 orientation;

• (iv) Approval of the Proposal and regulation on the additional election of members of Supervisory Board for the term 2018 - 2023 and Regulation on additional election of members of Supervisory Board;

• (v) Approval of the Proposal on audited financial report and proposal on the profit distribution plan for 2021;

• (vi) Approval of Proposal on the remuneration for the Board of Directors and the Supervisory Board in 2022;

• (vii) Approval of Proposal on selection of independent auditing company for the audit of 2023 financial statement and internal control system;

• (viii) Approval of Proposal on the listing of VCB issued bond in 2022;

• (ix) Approval of Proposal on the supplementing operations of VCB

with clearing and settlement services for securities transactions;

• (x) Approval on Proposal of 2022 capital increase plan;

  (xi)

  Approval on Proposal on receiving the mandatory transfer of a credit institution;

• (xii) Other contents (if any).

d) At the AGM, each shareholder, or authorized representative of the shareholder, will receive a voting card, and ballot (which states registration number, name of shareholder, or name of authorized representative of the shareholder and the number of shares eligible for voting) after registering for attending the AGM with the Shareholders' Eligibility Examining Committee.

e) The value of the voting card corresponds to the proportion of the number of shares eligible for voting that are owned by the shareholder or the representative, according to the registration for attending the AGM, to the total number of shares eligible for voting owned by all shareholders/ authorized representatives of the shareholders attending the AGM

f) Shareholders, authorized representatives attending the AGM have the right to discuss and vote on issues stated in Section 2.2.c, Article 2 of these regulations.

g) Shareholders and authorized representatives who cannot attend the AGM on time may register for attending the AGM, and then have the right to participate and vote immediately at the AGM, but the Chairman does not have to delay the AGM and the validity of the voting rounds conducted previously will not be affected.

3. Obligations of shareholders when attending the AGM:

a) Shareholders or authorized representatives attending the AGM have to bring their identity cards/passports, business registration/decision of establishment, Invitation letter or Invitation Notice if they did not receive the Invitation letter, and Power of attorney (for the authorizedrepresentatives) and register for attending the AGM with the Shareholders' Eligibility Examining Committee;

• b) To comply with the regulations herein;

• c) To strictly follow the rules of the AGM and uphold the outcomes of the AGM.

Article 3: Rights and obligations of the Shareholders' Eligibility Examining Committee

The Shareholders' Eligibility Examining Committee is set up by the Board of Directors and will be introduced to the AGM. Its functions are as follows:

1. To check the eligibility of shareholders or authorized representatives attending the AGM: Identity cards/passports, business registration/decision of establishment, Invitation letter/Invitation Notice, and Power of attorney (for the authorized representatives);

2.To deliver to shareholders or authorized representatives: voting cards, ballots and other meeting documents;

3. To announce the results of verifying shareholders' eligibility at the AGM.

Article 4: Rights and obligations of the Vote Counting Committee

The Vote Counting Committee is nominated by the Chair Committee and approved by the AGM. The Vote Counting Committee shall collect ballots after the voting and the vote counting; Announce the voting results.

Article 5: Rights and Obligations of the Chair Committee and the Secretary Committee.

1. The Chair Committee approved by voting at the AGM is in charge of chairing the AGM;

2. The Chair Committee's decision on orders, procedures or eventsoutside the agenda of the AGM will be the final decision;

3. The Chair Committee takes appropriate actions which it finds necessary in order to conduct the AGM in a proper and orderly manner, following the approved meeting agenda and in a way which reflects the wishes of the majority of attendees;

4. The Chair Committee shall have the right to adjourn the AGM to another time or change the location of the meeting in accordance with the provisions of the Law on Enterprises, other applicable laws and the Charter on the organization and operation of Joint Stock Commercial Bank for Foreign Trade of Vietnam.

5. The Secretary Committee provides assistance as assigned by the Chair Committee.

Chapter III

GENERAL SHAREHOLDERS MEETING PROCEDURES

Article 6: Conditions for conducting the AGM

The AGM shall be conducted when the number of attending shareholders represents at least 51% of the voting shares in accordance with the shareholders list made at the final registration date of attending the AGM.

Article 7: Methods of conducting the AGM

• 1. The AGM will last for 1/2 day.

• 2. The AGM will discuss in turn and vote on issues stated in Section

2.2.c, Article 2 of these regulations.

Article 8: Passing of resolutions of the AGM

1. As for the contents stipulated in Point (x) on Charter amendment and in Point (x) on 2022 capital increase plan mentioned in Paragraph c Section 2 Article 2 of these regulations, a resolution of the AGM shall be passed when it is approved by the number of shareholders representing