List of Adjustments and amendments in ABBANK Charter 2018

Transcription

1 1 List of Adjustments and amendments in ABBANK Charter 2018 Current Charter Adjustments / amendements Legal bases CHAPTER I DEFINITION OF TERMS IN THE CHARTER Article 1: Definitions 1. In this Charter, the below expressions shall have the meanings as set forth here in after: g. " on Credit Institutions" is the on Credit Institutions passed by the National Assembly of Socialist Republic of Vietnam on June 16, v. "Related person": v.1. v.2. Article 1: Definitions 1. In this Charter, the below expressions shall have the meanings as set forth here in after: g. " on Credit Institutions" is the on Credit Institutions passed by the National Assembly of Socialist Republic of Vietnam on June 16, 2010 and the revised, amended on Credit Institutions approved by the Congress of Socialist Republic of Vietnam on the 20 th November v. "Related person": v.8 The other legal entity, individual who have the relationship potentially risky for ABBANK which is defined by ABBANK internal regulations or by SBV s written requirement through its inspection, supervision activities applied for each concrete case. The number 17/2017/QH14 dated 20th Nov 2017 to revise and amend some articles of the on CIs of 2010 ( The revised and amended ) Item 1, Article 1 of the revised and amended aa. Early intervention : is the fact that SBV requests ABBANK to execute measures to overcome the situation defined in item 1 of Article 130a of on Credit Institutions. bb. Special control is the fact that ABBANK is put under SBV direct control in accordance to the Article 93 of this Charter. cc. Obligatory transferring plan is the plan that the ABBANK s owners, capital contributors, shareholders are specially controlled that they have to transfer all shares, contributed capital to the acquirer. Item 2, Article 1 of the revised and amended

2 2 Article 5: Providing foreign exchange services ABBANK is qualified to provide the foreign exchange services as follows: 1. To provide foreign exchange transactions in the form of spot trading, term, swap, option rights, future contracts and other exchange transactions with international practice. 2. To mobilize capital, lend to customers and guarantee in foreign currency in the forms prescribed by the SBV. 3. To issue international cards and be agent of issuing international cards. 4. To provide money transfer and payments services (domestic and international); receiving and expending, paying in foreign currency. 5. To discount, re-discount valuable papers in foreign currencies. 6. To authorize other credit institutions and economic organizations as agents providing a number of foreign exchange services, including foreign currency exchange services, receiving, expending and paying in foreign currency and other services. 7. To provide trust services and asset management in foreign currencies. 8. To provide investment banking services in foreign exchange (purchase, sale, merger and acquisition, guarantees and securities agency issuing in foreign currencies...). 9. To provide consultancy services to customers on foreign currencies. 10. To perform other foreign exchange operations according to international practice and in accordance with the laws of Vietnam. CHAPTER III OBJECTIVES OF ABBANK, CONTENT AND SCOPE OF ACTIVITIES Article 5: Providing foreign exchange services ABBANK is allowed to trade, provide services on foreign exchange in the domestic and international markets within the scope defined by the SBV. Only spipulate general principles. Foreign exchange activities will be implemented in accordance to the legal regulations (Circular 21/2014, Circular 28/2016) and permit granted by SBV to ABBANK.

3 3 Article 6: Credit Activities Article 6: Credit Activities ABBANK may extend credit to organizations and individuals in the form of loans; discounting, re-discounting negotiable instruments and other valuable papers; issuing guarantees of all kinds; issuing credit cards; domestic factoring, international factoring with respect to banks which are permitted to carry out the international payment; and other forms in accordance with regulations of the SBV. 1. ABBANK may extend credit to organizations and individuals in the form of loans; discounting, re-discounting negotiable instruments and other valuable papers; issuing guarantees of all kinds; issuing credit cards; domestic factoring, international factoring with respect to banks which are permitted to carry out the international payment; and other forms in accordance with regulations of the SBV. 2. ABBANK is not allowed to grant credit for capital contribution, shares purchase at credit institutions. 3. ABBANK credit granting including purchase, investment of corporate bonds is executed in accordance to the on Credit Institutions and SBV regulations. Item 19, Article 1 of the Article 14: Other activities 3. ABBANK may establish or acquire subsidiaries or affiliated companies operating in such areas as security asset management, local currency exchange for overseas Vietnamese, foreign exchange trading, gold trading, factoring, issuance of credit cards, consumer credit, intermediary payment services and credit information. 5. The establishment and acquisition of subsidiaries or affiliated companies specified in Clauses 2 and 3 of this Article and the capital contribution and share purchase by ABBANK specified at subclause b, Clause 4 of this Article are subject to the SBV's prior written approval. The SBV shall specify the conditions, dossiers, order and procedures for approval. The conditions, procedures and order for establishing subsidiaries and affiliated companies of ABBANK shall comply with relevant regulations of. Article 14: Other activities 3. ABBANK may establish or acquire subsidiaries or affiliated companies operating in such areas as debt management and asset management, local currency exchange for overseas Vietnamese, foreign exchange trading, gold trading, factoring, issuance of credit cards, consumer credit, intermediary payment services and credit information. 5. The establishment and acquisition of subsidiaries or affiliated companies specified in Clauses 2 and 3 of this Article and the capital contribution and share purchase by ABBANK specified at sub-clause b, Clause 4 of this Article are subject to the SBV's prior written approval. Conditions, documents, order, procedures for approval shall be specified by the SBV. The conditions, procedures and order for establishing subsidiaries and affiliated companies of ABBANK shall comply with relevant regulations of. Item 18, Article 1 of the Item 5, Article 103 of on CIs

4 4 CHAPTER IV CHARTER CAPITAL AND OPERATION CAPITAL OF ABBANK Article 18: Changes of Charter Capital 3. After changing the charter capital by the written approval of the SBV, ABBANK shall modify its charter in conformity with the approved changes and register the modified charter with the SBV; register with the state authorized body on the newly registered charter capital and send the confirmation in writing of the State authorized body certifying on the newly registered charter capital of the bank (certified copy notarized by the State Notary) to the SBV, and publicize the changes in the medium of communication of the SBV and on a Vietnamese daily newspaper for 3 consecutive issues or in a Vietnamese e-newspaper, within 7 working days since date of obtaining the SBV's approval. Article 18: Changes of Charter Capital 3. After changing the capital by the written approval of the SBV, ABBANK shall modify its charter in conformity with the approved changes and register the modified charter with the SBV; register with the State authority on the newly registered charter capital and send the confirmation in writing of the State Authority certifying on the newly registered charter capital of the bank (certified copy notarized by the State Notary) to the SBV, and publicize the changes in the medium of communication of the SBV and on a Vietnamese daily newspaper for 3 consecutive issues or in a Vietnamese e-newspaper, within 7 working days since date of obtaining the SBV's approval. Item 5, Article 1 of the revised and amended (taking off the content register the revised, amended Charter at SBV ) CHAPTER V SHARES, SHARE CERTIFICATES, SHAREHOLDERS, MAJOR SHAREHOLDERS AND FOUNDING SHAREHOLDERS Article 23: Shares, Shareholders 1. ABBANK shall have a minimum of 100 shareholders. Foreign investors may purchase shares of ABBANK with conditions, procedures, ratio as prescribed by the Government. Article 23: Shares, Shareholders 1. ABBANK shall have a minimum of 100 shareholders and not limited in the maximum number of shareholders, except the case ABBANK is put under special control and is implementing the obligatory transferring plan according to the Section 1đ of Chapter VIII of the on Credit Institutions. Foreign investors may purchase shares of ABBANK with conditions, procedures, ratio as prescribed by the Government. Item 12, Article 1 of the

5 5 Article 24: Limits of Share Ownership Article 24: Limits of Share Ownership 2. An institutional shareholder may not own over 15% of the charter capital of ABBANK, except the following cases: a) It owns shares under Clause 3, Article 149 of on Credit Institutions 2010 in order to handle a credit institution that faces difficulties and ensure safety of the credit institution system; 3. A shareholder and his/her/its related persons may not own over 20% (twenty percent) of the charter capital of ABBANK. 2. An institutional shareholder may not own over 15% of the charter capital of ABBANK, except the following cases: a) It owns shares at the credit institution which is put under special control according to the restructuring plan approved by the authorities; owns ABBANK shares at its subsidiaries, affiliates stipulated at the items 2 and 3 of Article A shareholder and his/her/its related persons may not own over 20% (twenty percent) of the charter capital of ABBANK except the cases stipulated at minor a, b, c of item 2 of this Article. Item 14, Article 1 of the Article 26: Shares transfer 3. The Governor of the SBV shall provide advance written consent to any of the following share transfer: a. Transactions of purchase and sale of significant shareholding; b. Transactions of purchase and sale of shares resulting in a current significant shareholder no longer being such a shareholder, and vice versa. 5. Pending the remedy of consequences caused by personal responsibility under the resolution of General Meeting of Shareholders or the SBV's decision, members of the Board of Directors or members of Supervisory Board or the General Director may not transfer their shares, except following cases: c. They transfer their shares to other investors for realizing compulsory merger or consolidation under Clause 2, Article 149 of on Credit Institutions Article 26: Shares transfer 3. The Governor of the SBV shall provide advance written consent to any of the following share transfer: a. Trade, transfer shares of major shareholder; b. Trade, transfer shares leading to the fact that major shareholder become minor shareholder and vice versa. 5. Pending the remedy of consequences caused by personal responsibility under the resolution of General Meeting of Shareholders or the SBV's decision, members of the Board of Directors or members of Supervisory Board or the General Director may not transfer their shares, except following cases: c. They transfer their shares to execute the restructuring plan approved by the authorities. Item 4, Article 1 of the Item 15, Article 1 of the

6 6 CHAPTER VII SHAREHOLDERS AND GENERAL MEETING OF SHAREHOLDERS Article 30: Obligations of Shareholders 1. Shareholders of ABBANK shall fulfill the following obligations: c. To be liable for the legality of the funding sources for their purchases of shareholding in the bank; Article 32: General Meeting of Shareholders 2. The General Meeting of Shareholders shall be held annually within 4 months after the end of a fiscal year. The extraordinary General Meeting of Shareholders shall be held under a convening decision of the Board of Directors in the following cases: c) At the request of a shareholder or a group of shareholders that hold over 10% of total ordinary shares for at least 6 consecutive months Article 30: Obligations of Shareholders 1. Shareholders of ABBANK shall fulfill the following obligations: c) Be responsible to the law on the lawful source of capital used for contribution, purchasing, acquiring of bank s shares; does not use the loan granted by banks to purchase, acquire bank s shares under the name of other individual, legal entity under all forms, except the case of mandate stipulated by the law. Article 32: General Meeting of Shareholders 2. The General Meeting of Shareholders shall be held annually within 4 months after the end of a fiscal year; this time limit may be extended by the Business Registration Authority at the request of the Board of Directors, but must not exceed 6 months after the end of the fiscal year. The extraordinary General Meeting of Shareholders shall be held under a convening decision of the Board of Directors in the following cases: c) At the request of a shareholder or a group of shareholders that hold over 10% of total ordinary shares for at least 6 consecutive months for the cases defined in the item 3 Article 114 of the on Enterprises; Item 13, Article 1 of the Item 3 Article 29 and item 2 Article 136 of the on Enterprises CHAPTER VIII GENERAL PROVISION OF BOARD ON DIRECTORS AND GENRAL DIRECTOR Article 40: Cases banned from holding posts 2. The following persons may not be members of the Board of Directors, Supervisory Board, General Director, Deputy Article 40: Cases banned from holding posts 2. The following persons may not be members of the Board of Directors, Supervisory Board, General Director, Deputy General Item 6, Article 1 of the

7 7 General Director and holders of equivalent titles of the bank: Director and holders of equivalent titles of the bank: i) The person who must take responsibility for the issues according to the inspectors s conclusion leading to the fact that the Bank is punished of administrative breach in the monetary and banking area at the highest level of punishment frame applied for the breaching behaviours relating to the permit, governance, management, shareholding, shares, capital contribution, shares purchasing, credit granting, corporate bonds purchasing, safety ratio in accordance to the legal regulations on the administrative breaching punishment in the monetary and banking area. Article 41: Cases banned from concurrently holding different posts 3.General Director, Deputy General Director and holders of equivalent titles may not concurrently hold either of the following posts: a. Member of the Board of Directors, member of Members' Council or member of Supervisory Board of another credit institution, unless this institution is a subsidiary of ABBANK; b. General Director (Director), Deputy General Director (Deputy Director) of another enterprise. Article 42: Criteria of qualifications and conditions for to be elected and appointed 1. Criteria of qualifications and conditions applicable to member of the Board of Directors of ABBANK: c) Being an individual owner or a person authorized to represent Article 41: Cases banned from concurrently holding different posts 3. ABBANK s General Director, Deputy General Director and equivalent titles are not allowed to concurrently hold the role of Board of Directors member, Members Council s member, Supervisory Board s member of other credit institution, except the case that organization is ABBANK s subsidiary. ABBANK s Deputy General Director and equivalent titles are not allowed to concurrently hold the role of General Director (Director), Deputy General Director (Deputy Director) or equivalent titles of other enterprises. 4. ABBANK Board of Directors Chairman and General Director are not allowed to act as Board of Directors Chairman or member, Members Council s Chairman or member, Company s Chairman, General Director (Director), Deputy General Director (Deputy Director) or equivalent titles at other enterprises. Article 42: Criteria of qualifications and conditions for to be elected and appointed 1. Criteria of qualifications and conditions applicable to member of the Board of Directors of ABBANK: c) University graduate at least. Item 7, Article 1 of the Item 10 and 11 Article 1 of the revised and amended

8 8 ownership of at least 5% of ABBANK's charter capital, except when being an independent member of the Board of Directors, or holding a university degree or higher degree in economics, business administration or law, or having at least 3 years working as a manager of a credit institution or an insurance, securities, accounting or audit business, or at least 5 years working directly in professional banking, finance, audit or accounting division; d) For independent members of the Board of Directors: in addition to the qualifications specified at points a, b and c of this Clause, these persons shall satisfy the requirements on qualifications and independence as stipulated in Article 43 of this Charter. 3. Criteria of qualifications and conditions of General Director of ABBANK: d) Having at least 5 years working as an executive of a credit institution or General Director (Director) or Deputy General Director (Deputy Director) of an enterprise with the owner's capital at least equal to the legal capital required by law for each type of credit institution or at least 10 years working directly in finance, banking, accounting or audit; Article 47: Disclosure of related interests d) At least 03 years of experience as administrator, manager of a credit institution, or at least 05 years of experience as administrator, manager of an enterprise operating in the financial, banking, accounting, auditing industry or of other enterprise which owners equity is at least equal to the legal capital level required for the equivalent credit institution type, or has at least 05 years of working directly in the financial, banking, accouting, auditing units. e) For independent members of the Board of Directors: in addition to the qualifications specified at points a, b, c and d of this Clause, also these persons shall satisfy the requirements on qualifications and independence as stipulated in Article 43 of this Charter. 3. Criteria of qualifications and conditions of General Director of ABBANK: d) Having at least 05 years of experience working in the position of General Director (Director) of the enterprise which owners equity is equal to the legal capital level required for the equivalent credit institution type and has at least 05 years of working directly in the financial, banking, accounting, auditing area or at least 10 years working directly in finance, banking, accounting or audit; Article 47: Disclosure of related interests 4. ABBANK must inform SBV in writing on the information stipulated under item 1 of this Article within 07 working days, from the date ABBANK receives the public information as stipulated under item 2 of this Article. Item 8, Article 1 of the

9 9 CHAPTER X BOARD OF DIRECTORS Article 55: Powers and duties of the Board of Directors The Board of Directors of ABBANK shall have the following powers and duties: 5. To appoint, dismiss or remove, discipline, suspend and decide the amount of the salary and other benefits of all positions being General Director, Deputy General Director, Chief Accountant, Secretary to the Board of Directors, positions in the internal audit unit, Director of Transaction department or of a branch or subsidiary company or professional unit, Head of Representative office and other positions within the appointment authority of such board on the basis of the internal rules issued by the Board of Directors. 8. To make decisions on investment, purchase or sale of assets, loans or bank guarantee valued from 10% (ten percent) of the charter capital of ABBANK stated in its latest financial statement, on the basis of ensuring compliance with prudential ratios in banking operations of ABBANK, except for transactions within the decision-making authority of the General Meeting of Shareholders as stipulated in point n clause 1 of Article 31 of this Charter. Article 55: Powers and duties of the Board of Directors The Board of Directors of ABBANK shall have the following powers and duties: 5. To appoint, dismiss or remove, discipline, suspend and decide the amount of the salary and other benefits of all positions being General Director, Deputy General Director, Chief Accountant, Secretary to the Board of Directors, and other administrator, manager in accordance to the Board of Directors internal regulations. 8. To make decisions on investment, purchase or sale of assets, loans or bank guarantee valued from 10% (ten percent) of the charter capital of ABBANK stated in its latest financial statement, on the basis of ensuring compliance with prudential ratios in banking operations of ABBANK, except for transactions within the decision-making authority of the General Meeting of Shareholders as stipulated in point n item 1 of Article 31, item 8 of Article 49 of this Charter; stipulate the decentralization, authorization, approved limit for junior levels in making decision of investment, assets purchasing and selling, loan granting, credit granting with value of below 10% (ten per cent) of ABBANK charter capital noted in the most recent financial report except the transactions belonging to the Shareholders Meeting or Board of Directors authority stipulated at the item 8 of Article 49 of this Charter. Item 16, Article 1 of the (taking off the content: the BOD approint, dismiss, punish, suspend and decide the salary, other benefit for the titles of Internal Audit, Branch, subsidiaries) Clearer stipulation and to be suitable to the arisen reality.

10 10 CHAPTER XII THE SUPERVISORY BOARD Article 67: Duties and powers of the Supervisory Board 9. Other duties and powers as stipulated by the Charter of ABBANK. Article 67: Duties and powers of the Supervisory Board 9. Appoint, dismiss, punish, suspend and decide the salary, other benefit for the titles of Internal Audit in accordance with the laws and regulations of ABBANK. 10. Other missions and rights according to this Charter. CHAPTER XIII Item 9, Article 1 of the ORGANIZATIONAL STRUCTURE OF ABBANK Article 89: Financial Report 4. ABBANK shall prepare and submit periodic reports as prescribed by the SBV. In addition, the bank must report immediately to the SBV in the following cases: b) Big changes in the organizational structure of ABBANK. Article 89: Financial Report 4. ABBANK shall prepare and submit periodic reports as prescribed by the SBV. In addition, the bank must report immediately to the SBV in the following cases: b) Big changes on organizational structure, governance, management, financial situation of major shareholders and other changes which could severely impact ABBANK business and operation. c) There is the change of ABBANK name; temporarily suspending of business and operation under 05 working days time d) Listing the Bank s shares on the domestic stock market. Item 2b, Article 141 of on CIs and Item 26, Article 1 of the

11 CHAPTER XX TERMINATION AND LIQUIDATION Article 93: Reports and Special Control 1. If ABBANK is in danger of losing affordability to make payment to its customers, it shall immediately report to the SBV on its actual financial status, causes and measures which have been applied, which expected to apply to remedy the status. 2. ABBANK may be placed under special control by the SBV in the following cases: a) It is in danger of becoming insolvent; b) Irrecoverable debts of the bank may render it insolvent c) Accumulated losses of the bank are more than fifty (50) per cent of the total amount of its paid up charter capital plus its reserve funds stated in its latest audited financial statement; d) It has been ranked "poor" under the SBV's regulations for 2 consecutive years; e) It fails to maintain the minimum capital safely ratio specified at Point b, Clause 1, Article 130 of the on Credit Institutions 2010 within 1 year or has this ratio fallen below 4% for 6 (six) consecutive months. 3. In the emergency cases, to ensure ability to pay the deposit or the interest of customers, ABBANK may receive special loans from other credit institutions or the SBV. Special loans will be repaid with priority before all other debts of ABBANK, including debts with security assets of ABBANK, or may be converted into contributed capital or share capital at ABBANK as prescribed in Article 149 of the on Credit Institutions Article 93: Reports and Special Control 1. If ABBank faces the danger of inability to make payment, or insolvency, ABBANK must prompty report to SBV on the actual situation, causes, measures applied/anticipated to be taken to to overcome the situation and its recommendations/ proposals to SBV. 2. Early intervention for ABBANK may be considered by SBV and ABBANK should implement the measures required by SBV according to the Article 130a of the on Credit Institutions. 3. ABBANK is considered be put under special control by the SBV when ABBANK falls into one of the following cases: a) Loss of solvency or, potential of insolvency; b) Loss or potential loss of payment abilities according to SBV regulations; c) Accumulated losses of the bank are more than fifty (50) per cent of the total amount of its paid up charter capital plus its reserve funds stated in its latest audited financial statement; d) It fails to maintain the minimum capital safely ratio specified at Point b, Clause 1, Article 130 of the on Credit Institutions 2010 during 12 (twelve) consecutive months or has this ratio fallen below 4% for 6 (six) consecutive months; e) Ranked as Weak according to SBV regulations for 2 (two) consecutive years. 4. The special control implementation, the special control termination is proceeded in accordance to Articles 145a and 145b of the on Credit Institutions. In the case of being put under special control, ABBANK may receive special loans from the SBV, Vietnam Deposit Insurance Organisation or other banks based on the Article 146d of the on Credit Institutions. Item 25 and 27 of Article 1 of the revised and amended 11

12 12 Article 94: Responsibilities of Board of Directors, Supervisory Board, General Director of ABBANK in cases it is placed under special control Elaborate a plan to consolidate the organization and operation of the bank and submit it to the Special Control Board for approval and organize its implementation; 2. Continue administering, controlling and managing the operation of the bank and assure the safety of its assets, except being suspended the authority of administration, execution and controlling ABBANK; 3. Be liable on the matter relating to organization and operation of the Bank prior to, in and after the special control period; 4. Seriously execute requests of the Special Control Board; 5. Report the deployment status and result of implementation of the special control measures under the request of the Special Control Board; 6. Implement the curtailment to the minimum level of financial expenses in order to lessen the financial loss; 7. Arrange the working location and means of working for the Special Control Board; 8. Comply with the SBV's requests specified in Article 149 of the on Credit Institutions Article 95: Termination of Special Control 1. The special control of ABBANK shall terminates in the following cases: a. The special control is expired without any extension or the ABBANK has no capacity to resolve the cause leading to the special control status and the SBV decides to withdraw the operation certificate. Article 94: Responsibilities of ABBANK, Board of Directors, Supervisory Board, General Director of ABBANK in cases it is placed under special control 1. In the case of being put under special control, ABBANK shareholders have responsibilities as follows: a) Build up a restructuring plan at the Board of special control s request. b) Execute the restructuring policy, plan which has been decided, approved by the authorities. c) Execute SBV decision, request as stipulated in the Article 146a of the on Credit Institutions. d) Execute the Board of special control s decision, request as stipulated in the Article 146b of the on Credit Institutions. 2. In the case of being put under special control, ABBANK s Board of Directors, Supervisory Board, General Director have responsibilities as follows: a) Implement their responsibilities as stipulated in the item 1 of this Article; b) Govern, control, manage the business operation to ensure the safety of ABBANK s assets. Article 95: Special control termination 1. The special control of ABBANK is considered to be terminated by SBV if the Bank stands in the following cases: a) ABBANK overcame the situation which led to it being put under special control and complied the ratios of safety as stipulated at the Article 130 of the on Credit Institutions. b) During the special control period, ABBANK is merged, consolidated to other credit institution or dissolved. Item 27, Article 1 of the Item 27, Article 1 of the revised and amended

13 b. ABBANK has overcome the causes resulting in the special control status and changes back to normal operation; c. Before the termination of the special control. ABBANK will be re-organized in accordance with the laws; c) After the Judge appointed the Guardian of Estate or an enterprise to manage, liquidate assets to proceed the formalities of the Bank s bankruptcy. d. ABBANK is in the bankruptcy status and unable to restore its operation, being declared bankruptcy by the competent authorities in accordance with the law on bankruptcy. Article 96: Bankruptcy of ABBANK The bankruptcy of the SBV of Vietnam shall be implemented in conformity with Article 155 of the on Credit Organizations and the s on bankruptcy. Article 97: Dissolution of ABBANK ABBANK is dissolved in the following cases: [Not item 4] [Not Article 97a] Article 96: Bankruptcy of ABBANK The bankruptcy of ABBANK is proceeded in accordance to the on Credit Institutions and legal regulations on bankcruptcy. Article 97: Dissolution of ABBANK ABBANK is dissolved in the following cases: 4. The dissolution of ABBANK is specially supervised in accordance to the Articles 150 and 151 of the on Credit Institutions. Article 97a: Obligatory transfer of ABBANK 1. In the case being put under special control, ABBANK may be obligatorily transferred in accordance to the on Credit Institutions when the Bank stands in the below conditions: a) The real value of charter capital and reserve funds is negative; b) Obligatory transfer is proposed by the Acquirer. 2. The obligatory transfer of ABBANK is specially supervised in accordance to the Articles from 151 to 151g of the on Credit Institutions. Item 28, Article 1 of the Item 28, Article 1 of the Item 28, Article 1 of the Article 98: Assets Liquidation of ABBANK [Not item 4] Article 98: Assets Liquidation of ABBANK 4. During the supervision of ABBANK assets liquidation when it is being dissolved, if ABBANK is detected to be unable to pay Item 31, Article 1 of the 13

14 14 all types of debt, itmay be decided by SBV for ABBank to terminate the dissolution process and proceed with the bankruptcy plan in accordance to the Section 1e of Charpter VIII of the on Credit Institutions. EFFECTIVENESS OF THE REVISION AND TRANSITORY TERMS (This content will be noted in the Resolution of ASM when approving the Charter s revision) 1. The revised contents in this Charter will be effective as from the date the General Shareholders approves and signs the promulgation decision. 2. The administrator, the manager and other titles of ABBANK who are elected, appointed before the date of 15 th Jan 2018 but not met the criteria of the on Credit Institutions and this Charter will be allowed to continue their title till the term ending or appointed tenure. 3. For the credit granting agreements signed before the 15 th Jan 2018, ABBANK will be allowed to continue its commitment implementation till the ending of agreement. As from the 15 th Jan 2018, the revision, amendment to the said credit agreement will only be allowed to execute if the content of revision, amendment aligned with the on Credit Institutions terms.