Joint Stock Commercial Bank for Foreign Trade of Vietnam : 6.3 Regulation on the additional election member of Supervisory Board 2018-2023

2022 ANNUAL GENERAL MEETING OF SHAREHOLDERS

JSC BANK FOR FOREIGN	SOCIALIST REPUBLIC OF VIETNAM
TRADE OF VIETNAM	Independence - Freedom - Happiness
Address: 198 Tran Quang Khai, Hanoi
Business Registration No. 0100112437	Hanoi, April 28th 2022
(15th revision dated April 14th, 2022)
DRAFT
REGULATION

ON THE ADDTIONAL ELECTION OF MEMBER OF SUPERVISORY BOARD FOR THE TERM 2018 - 2023

Pursuant to:

The Law on Credit Institutions dated 16/06/2010 and the amended and supplemented Law on Credit Institutions dated 20/11/2017.

The Law on Enterprise dated 17/06/2020 and guideline documents;

The Securities Law dated 26/11/2019 and guideline documents;

Decree No.155/2020/ND-CP dated 31/12/2020 by the Government about guidelines on some articles of the Securities Law and guideline documents;

Circular No.22/2018/TT-NHNN dated 05/09/2018 by the State Bank of Vietnam on procedures, documents to approve tentative personnel of commercial banks, non-bank credit institutions and branches of foreign banks which is amended by Circular No.13/2019/TT-NHNNdated 21/8/2019 and Circular No.13/2020/TT-NHNNdated 13/11/2020 by the State Bank Governor;

Charter on organization and operation of the JSC Bank for Foreign Trade of Vietnam which has been approved by 2021 Annual General Shareholders Meeting by Resolution No.14/TN2021/NQ-ĐHĐCĐ dated 23/04/2021;

Regulation on Organization and Operation of the Supervisory Board of the JSC Bank for Foreign Trade of Vietnam issued in attachment with Decision No. 666/QD-VCB-BKS dated 23/04/2021 by the Supervisory Board of the JSC Bank for Foreign Trade of Vietnam,

VCB AGM 2022 implement the additional election of Supervisory Board as follow:

I. Elect additional members for the Supervisory Board for term 2018 - 2023

1. Number of members of the Supervisory Board to be additionaly elected:

The number of Vietcombank's Supervisory Board members to be additionally elected for the term of 2018-2023: 01 (one) member.

• 2. The office term of member of the Supervisory Board to be additionally elected:

  The office term of member of the Supervisory Board shall be the remaining of the term 2018-2023.

• 3. Criteria and conditions to become a member of the Supervisory Board:

3.1 The following persons shall not be the Supervisory Board members1:

• a) Minors and those whose capacity for civil acts is restricted or lost;

• b) Those who are currently examined for penal liability or serving criminal sentences or decisions of the court;

• c) Those who were convicted of serious or more serious crimes;

• d) Those who were convicted of crimes of infringement upon ownership whose criminal records have not been written off;

• e) Cadres, civil servants, managers of division or higher level of enterprises in which the State holds 50% or more of the charter capital, except those appointed to represent the State's capital share in Vietcombank;

f)Officers, non-commissioned officers, professional servicemen and defense workers of agencies and units under the Vietnam People's Army; officers, professional noncommissioned officers of agencies and units under the Vietnam People's Police, except those appointed to represent the State's capital share in Vietcombank;

• g) Those who are banned from acting as managers and executives under the laws on cadres and civil servants and on Corruption Prevention;

• h) Those who used to be owners of private enterprises, partners of partnerships, General Directors (Directors), members of Board of Directors, Members' Councils and Supervisory Board of enterprises, chairmen and members of cooperative management board at the time enterprises or cooperatives are declared bankrupt, except cases of bankruptcy in force majeure circumstances;

• i) Those who used to be representatives-at-law of enterprises at the time these enterprises are suspended from operation or compelled to dissolve due to their serious violations of law, except cases in which the representatives-at-

1 Article 33 of the Law on Credit Insitutions 2010 (amended in 2017) and Point d, Article 67 of VCB Charter

law are recommended by competent state agencies to reorganize and consolidate those enterprises;

j) Those who were once suspended from holding the title of chairman of the

Board of Directors, member of the Board of Directors, Head of the Supervisory Board, member of the Supervisory Board, General Director of the credit institution under Article 37 of the Law on Credit Institutions 2010 which is amended in 2017, or being determined by competent authority that such person has committed the offense, resulting in to the credit insitution's license being recovated.

k)Affiliated persons of VCB executives;

• l) Those who are liable under the Inspection's conclusion that lead to sanctionary administrative fine of credit institutions and foreign bank's branch in the monetary market and banking sector with the highest fine for action of violating the regulations on cercitificate, governance, mangement, share, stock, capital contribution, share purchase, credit granting, corporate bond purchase, safety ratio as prescribed by legal regulations on penalty for administrative violation in the monetary market and banking sector.

• m) Other cases defined under the laws and in the Vietcombank's Charter.

• 3.2 Cases banned from concurrently being as members of the Supervisory Board2:

  A member of the Supervisory Board may not concurrently be:

  • a) Member of the Board of Directors or of Members' Council, executive or employee of Vietcombank or its subsidiary, or employee of an enterprise whose member of the Board of Directors, executive or major shareholder is a member of the Board of Directors or the General Director of Vietcombank;

  • b) Member of the Board of Directors or of Members' Council or executive of an enterprise whose Supervisory Board's member is currently a member of the Board of Directors or executive of Vietcombank.

• 3.3 Criteria and conditions for members of the Supervisory Board3:

  The Supervisory Board member shall have to satisfy all the following criteria and conditions:

2 Article 34 of the Law on Credit Institution 2010 as amended & supplemented in 2017 and Article 67 of VCB Charter.

3 Article 50 of the Law on Credit Institution, as amended in 2017 and Article 67 of Vietcombank's Charter

• a) Not being banned from being member of Supervisory Board under Law on Credit Institutions and banking regulations;

• b) Being 21 years of age or more, having full capacity for civil acts; and not belonging to the category which is probibited from establishing and managing enterprises according to the Law on Enterprises and not belonging to the catergory stated at section 3.1, 3.2 above;

• c) Being healthy, possessing professional code of ethics;

• d) Having a university degree or higher specialized in economics, business administration, law, accounting, auditing or domains that he/she is responsible for; having at least three (3) years working in the field of banking, finance, accounting or auditing;

• e) Not being a related person of a executive of Vietcombank;

• f) The full-time member of the Supervisory Board must reside in Vietnam during his or her term of office;

• g) Other cases defined under the laws.

3.4 A person nominated to serve as member of Vietcombank's Supervisory Board: must receive with written approval from the State Bank of Vietnam and fully meet the criteria and conditions under the provision of law and the charter on organization and operation of Vietcombank during his/her office term.

II. Dossiers of nomination of candidate for the Supervisory Board:

1. Shareholder or group of shareholders that are qualified for nominating and have desires to nominate a member of the Supervisory Board must submit dossiers to Vietcombank, including the following documents:

a) Notice on nomination of candidate must be sent to Vietcombank's Board of Directors (03 copies);

• b) Curriculum vitae of the candidate (03 copies);

• c) Judicial record card of the candidate (03 copies);

• d) For candidates whose nationality is not Vietnamese, the judicial record card (or equivalent document) must be issued by a competent agency of the country where the foreigner resides before coming to Vietnam. For a foreigner who has resided in Vietnam for at least full 6 months, his/her judicial record card issued by Vietnam Justice Department of the locality where he/she resides is required;

e) Certified copies of degrees and documents showing qualifications of the candidate in accordance with the provisions (03 copies per document);

• f) Report on the candidate's related interests under the provisions of Article 39 of the Law on Credit institutions 2010 which is amended in 2017 and Article 164 of the Law on Enterprise and Article 73 of VCB 2021 Charter (03 copies);

• g) Statement of related person of candidates under the provisions of Item 28, Article 4 of the the Law on Credit institutions 2010 which is amended in 2017 (03 copies).

Note:

Forms are provided at Vietcombank webpage:http://www.vietcombank.com.vn/Investors/Information.aspx

2. Every document is to be written in Vietnamese. Documents created in foregin countries are to be consularly legalized and translated into Vietnamese. Copies in Vietnamese and Vietnamese translated versions of foreign documents are to be certified by relevant authority in accordance with the Law.

III. Location and time for submission of dossiers nominating candidate for the

Supervisory Board:

• 1. Location and time for submission of dossiers nominating candidate for the Supervisory Board under the provisions of Clause II of this regulation must be sent directly or by post (with guarantee) to the following address:

  Joint Stock Commercial Bank for Foreign Trade of Vietnam (Vietcombank) Strategic Planning and Board of Directors Secretariat 19th floor, Vietcombank Tower, 198 Tran Quang Khai Street, Hoan Kiem District, Hanoi;

  Tel: [phone] (ext: 1841, 1839)

• 2. Deadline for submission: No later than 17h00, Friday 15/04/2022. Submissions received after such time will be considered inappropriate.

IV.Principles of the voting in election of the Supervisory Board:

1. The election voting shall be implemented according to the method of cumulative voting. Accordingly, each shareholder has total number of votes corresponding to the total owned shares multiplied by the number of elected