VIETNAM JSC BANK FOR INDUSTRY AND TRADE
/
SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom – Happiness

Address: 108 Tran Hung Dao, Hoan Kiem, Hanoi
Tel: 04.39421030; Fax: 04.39421032
Certificate of Business Registration No. 0100111948issued on 6/7/2012 by Department of Planning and Investment of Hanoi
Website:
No: /NQ-DHDCD /
Hanoi, 26th February, 2013

DRAFT OF RESOLUTION

EXTRAORDINARY GENERAL SHAREHOLDER’S MEETING 2013 VIETNAM JSC BANK FOR INDUSTRY AND TRADE

EXTRAORDINARY GENERAL SHAREHOLDER’S MEETING 2013

VIETNAM JSC BANK FOR INDUSTRY AND TRADE

-Pursuant to Law of Enterprise No. 60/2005/QH11 approved on 29/11/2005 by the National Assembly of the Socialist Republic of Vietnam;

-Pursuant to Law of credit Institutions No. 47/2010/QH12 approved on 16/6/2010 by the 12thNational Assembly of the Socialist Republic of Vietnam, 7th session;

-Pursuant to Decree No. 59/NĐ-CP dated 16/7/2009 on Organization and operation of commercial banks issued by the Government;

-Pursuant to Charter on organization and operation of Vietnam Joint Stock Commercial Bank for Industry and Trade;

-Pursuant to Minutes of 2013 Extraordinary General Shareholder’s meeting ofVietnam Joint Stock Commercial Bank for Industry and Trade on 26/2/2013.

DECIDE:

Article 1. Approve the selection of The Bank of Tokyo-Mitsubishi UFJ, Ltd. (BTMU) to become the foreign strategic investor of Vietnam Joint Stock Commercial Bank for Industry and Trade (VietinBank) in accordance with the Subscription Agreement dated 27/12/2012 between VietinBank and BTMU.

Article 2. Approve and adopt all contents of Plan on chartered capital increase and Plan on using the amount gained from the shares issuance in accordance with Plan on chartered capital increase stated in the proposal of the Board of Directorsto VietinBank General Shareholders on 04/02/2013 as follow:

Increase chartered capital by issuing and offering new common shares to BTMU.

Type of share: Common shares.

Face value: 10.000 VND/share.

Method of issuance: Private placement

Number of shares issued: 644.389.811 shares.

Ownership ratio: 19,73% (calculated on chartered capital of VietinBank after completing the issuance to BTMU).

Price of issuance: 24.000 VND/share.

Article3. Approve the registration of additional common shares newly issued to BTMU with the Vietnam Securities Depository in accordance with Plan on chartered capital increase stated in Article 2 and the listing of that additional common shares in Ho Chi Minh Stock Exchange (HOSE).

Article4.Approve the adjustment on Charter of organization and operation of VietinBank, Establishment and operation license of VietinBank to record the increased chartered capital in accordance with Plan on chartered capital increase stated in Article 2.

Article5. Approve and agree that VietinBank shareholders will not implement pre-emption rights according to shares ownership ratio regarding the shares issued to BTMU in accordance with Plan on chartered capital increase stated in Article 2.

Article6.Assign and authorize VietinBank Board of Directors:

(i)Decide to modify, supplement and complete issues, contents of Plan on chartered capital increase and Plan on using the amount gained from the shares issuance stated in Article 2 (if necessary) on the basis of ensuring the overall benefit of VietinBank and shareholders, in accordance with regulations of law, approval of competent State agencies and Charter on organization and operation of VietinBank;

(ii)Decide all other contents related to the increase of chartered capital, the issuance and offering of shares and the use of the amount gained from shares issuance approved or adopted according to the Resolution of 2013 Extraordinary General Shareholder’s meeting, and the issuing time, conditions of share issuance and offering and other issues related to the issuance and offering of new shares to BTMU on the basis of ensuring the overall benefit of VietinBank and shareholders, in accordance with regulations of law, approval of competent State agencies and Charter on organization and operation of VietinBank;

(iii)Decide, conduct and/or direct relevant organizations, individuals to implement necessary procedures and work to execute resolutions adopted at 2013 Extraordinary General Shareholder’s Meeting, including the signing of necessary contracts, agreements, documents; the successful shares issuance and offering; the modification of Charter on organization and operation of VietinBank and registration of modified contents; registration of chartered capital increase of VietinBank with competent State agencies; registration and additional listing of new shares.

Article 7. Implementation

This resolution is adopted in full by the General Shareholders at the Meeting and is valid from 26/2/2012.Members of the Board of Directors, Supervisory Board, Board of Management are responsible for implementing this Resolution and organize the implementation according to operational function in accordance with regulations of law and Charter on organization and operation of VietinBank.

Destination:
- As Article 7;
- SBV (for report);
-State Securities Commission; HOSE; Vietnam Securities Depository;
- VietinBank website;
- Filed at Office, Personnel Department, Secretary to Board of Directors, Investment Dept.. / ON BEHALF OF GENERAL SHAREHOLDERS
CHAIRMAN
Pham Huy Hung

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