PROPOSAL (on increasing charter capital in 2018 ) Attn.: TECHCOMBANK GENERAL SHAREHOLDERS MEETING

Transcription

1 VIETNAM TECHNOLOGICAL AND COMMERCIAL JOINT-STOCK BANK SOCIALIST REPUBLIC OF VIETNAM Independence Freedom Happiness No: 969/HĐQT-TCB Hanoi, 2 rd May 2018 PROPOSAL (on increasing charter capital in 2018 ) Attn.: TECHCOMBANK GENERAL SHAREHOLDERS MEETING - Pursuant to the Law on Credit Institutions and Law on Amendment and Supplementation of Some Articles of the Law on Credit Institutions; - Pursuant to the Law on Securities and Law on Amendment and Supplementation of Some Articles of the Law on Securities; - Pursuant to the Law on Enterprises; and - Pursuant to the Charter of Vietnam Technological and Commercial Joint-Stock Bank, The Board of Directors of Techcombank hereby submit the plan for increasing the bank s charter capital in 2018 to Techcombank General Shareholders Meeting and kindly request for approval of the plan, of which the details are as follows. I. Necessity of increasing charter capital: The increase in charter capital is necessary in order to: - Convert Techcombank s available owners equity into capital that can be invested into the bank s infrastructure (thereby improving the bank s IT infrastructure and buildings and expanding its offices and operating networks) and its business operations; - Enable the bank to better satisfy the operational safety criteria, and enhance its risk management capabilities; and - Share benefits with its shareholders after a long period when Techcombank has pursued the policy of saving resources for stability and development. II. Main content of the plan: 1. Current charter capital and estimated increase of charter capital: Current charter capital: 11,655,07,200,000 VND (In words: Eleven thousand six hundred fifty five billion three hundred seven million two hundred thousand Vietnam Dong), which divided into 1,165,50,720 common stocks worth VND 10,000 each. All of these stocks are now being circulated. Estimated increase of charter capital: 2,10,614,400,000 VND (In words: twenty three thousand three hundred ten billion six hundred fourteen million four hundred thousand Vietnam Dong), corresponding to the number of 2,1,061,440 common stocks worth VND 10,000 each which are expected to be newly issued.

2 New charter capital after increase of charter capital: VND 4,965,921,600,000 (In words: Thirty four thousand nine hundred sixty five billion nine hundred twenty one million six hundred thousand Vietnam Dong) 2. Method of increasing charter capital: Increase charter capital by using owners equity.. Sources for increasing charter capital: From Techcombank s other owners equity as set out below: Retained earnings: estimated 5,827,65,600,000 VND; Reserve to supplement charter capital: estimated,496,592,160,000 VND; and Share premium: estimated 1,986,68,640,000 VND. The Board of Directors of Techcombank have the right to decide to add sources of capital and/or adjust the figures of each of the above-mentioned sources (if necessary) to cater to the issuance of shares under the charter capital increase plan. 4. Description of the expected issuance of shares: Shares are to be issued to Techcombank s existing shareholders in proportion to their ownership rates in order to increase the bank s share capital. The full content of the issuance of shares is set out in the Plan for Increasing Charter Capital in 2018 attached herewith. III. Details of the proposal: With this Proposal, the Board of Directors of Techcombank hereby submit the plan to increase the bank s charter capital in 2018 to Techcombank General Shareholders Meeting and kindly request for consideration and approval of the following points: (d) Approve the entire Plan for Increasing Charter Capital in 2018 attached herewith (hereinafter referred to as Plan); Approve the additional subscription of extra shares successfully issued under the Plan at the Vietnam Securities Depository and additional listing at Ho Chi Minh City Stock Exchange; Approve the new charter capital based on the issuance of additional shares and record the new charter capital in the Charter of Techcombank; assign and authorize to the Board of Directors to amend the Charter, Operation License, and Business Registration Certificate (if any) to reflect the increase of the charter capital; Assign and fully authorize the Board of Directors to:

3 (i) (ii) Make necessary decisions related to the Plan (including supplementation and amendment of the Plan so it suits realities and/or at the request of regulatory authorities (if any)); Decide specific matters mentioned in the Plan, including documentation for the share issuance, timeline for such issuance, actual execution of a particular issuance or divide such issuance into several sub-issuances (if necessary), total number of shares to be issued in an issuance, handle fractional shares and other related matters; (iii) Decide the time to place successfully issued shares in conformity with guidance from regulatory authorities and in accordance with applicable laws; and (iv) Decide all related matters and follow all other necessary procedures and work to ensure successful execution of the Plan, including dissemination of information, amendment of the bank s Charter, registration of the adjustment and supplementation of the Operation License and Business Registration Certificate relating to the increase of charter capital under the Plan. Recipients: - As abovementioned; - Archived in Assistants to the BOD FOR AND ON BEHALF OF THE BOARD OF DIRECTORS CHAIRMAN (signed and sealed) Ho Hung Anh

4 CHARTER CAPITAL INCREASE PLAN 2018 OF VIETNAM TECHNOLOGICAL AND COMMERCIAL JOINT STOCK BANK (Attached the Proposal No. 969 /HĐQT-TCB dated 2 rd May 2018 of the Board of Directors in the Extraordinary General Shareholders Meeting 2018) The Charter Capital Increase Plan 2018 (hereinafter referred to as the Plan) of Vietnam Technological and Commercial Joint Stock Bank (hereinafter referred to as Techcombank or the Bank), will be submitted to the Extraordinary General Shareholders Meeting 2018, the contents of which include: I. NECESSITY OF CHARTER CAPITAL INCREASE Techcombank s charter capital increase is necessary to: - Convert Techcombank s equity capital into disposable funds for capital investment to further enhance the Bank s technological capabilities, expand Techcombank s system and network, and improve business activities; - Help Techcombank better meet prudent ratios and improve risk management; and - Share benefits with shareholders after a long time of retaining all earnings for business stabilization and development. Tentative use of the proposed capital increase: - Use 8.1% of increased charter capital (equivalent to VND 8,890 billion) to invest in fixed assets for the head offices in Hanoi, Ho Chi Minh City and other provinces. - Use 4.2% of increased charter capital (equivalent to VND 7,97 billion) to invest in IT projects. - Use 27.7% of increased charter capital (equivalent to VND 6,448 billion) to increase capital for credit granting and government bond investment. Techcombank s Board of Directors may adjust the aforementioned amounts (if needed) depending on actual situation to optimize resource allocation of the Bank.. II. CHARTER CAPITAL INCREASE PLAN 1. Current charter capital and charter capital increase: The current charter capital is: VND 11,655,07,200,000 (In words: Eleven thousand six hundred fifty five billion three hundred seven million two hundred thousand Vietnam Dong), equivalent to 1,165,50,720 common shares at the par value of VND 10,000 per share. All of these share are outstanding. The estimated charter capital increase is: VND 2,10,614,400,000 (In words: Twenty three thousand three hundred ten billion six hundred fourteen million four hundred thousand Vietnam Dong), equivalent to 2,1,061,440 shares expected to be newly issued at the par value of VND 10,000 per share. 1

5 After the capital increase, Techcombank s charter capital will be: VND 4,965,921,600,000 (In words: Thirty four thousand nine hundred sixty five billion nine hundred twenty one million six hundred thousand Vietnam Dong) 2. Method of charter capital increase: Increase charter capital from owners equity.. Sources of charter capital increase: Other sources of owners equity of the Bank include: Retained earnings: Estimated VND 5,827,65,600,000; Reserve to supplement charter capital: Estimated VND,496,592,160,000; and Share premium: Estimated VND 1,986,68,640,000. Techcombank s Board of Directors may add more capital sources and/or adjust the aforementioned amounts (if needed) for share issuance under this Plan. 4. Description of issuance plan: Issue shares to Techcombank existing shareholders on a pro-rata basis. 5. Detailed issuance plan: (d) (e) (f) (g) Type of issued shares: Ordinary shares. Par value: VND 10,000 per share. Total number of issued shares: Not exceeding 2,1,061,440 shares. The specific number of shares to be issued shall be decided by the Board of Directors based on the current equity capital of Techcombank. Issuing time: In 2018, tentatively in Quarter. The specific time shall be decided by Techcombank BOD (the Board of Directors) subject to approval by authorized government agencies, conditions and capital needs of the Bank. People to whom the shares shall be issued: Existing shareholders at the shareholder book closing date. Issuance ratio: 1: 2; which means that each shareholder holding one 1 share (under the list of eligible shareholders at the shareholder book closing date) will receive two new 2 shares. Plan on handling fractional shares: The number of shares issued to each shareholder shall be based on the aforementioned issuance ratio and rounded down to the nearest integer to ensure that the number of issued shares shall not exceed the planned number. The remaining shares shall be cancelled or handled by the Board of Directors in line with applicable laws.

6 (h) Structure and change in share ownership ratio of major shareholders and shareholders being members of the Board of Directors, Supervisory Board and Chief Executive Officer of Techcombank: These shareholders shall be issued a number of shares corresponding to their current share ownership, thus shall not result in any change in their respective ratio of share ownership Stock registration at Vietnam Securities Depository: The shares issued under this Plan shall be registered at Vietnam Securities Depository Registration of organized trading/listing: The shares issued under this Plan shall be traded in the organized stock market within the mandatory period in line with applicable laws. The schedule shall be decided by the Board of Directors in line with regulatory requirements and request from the competent state agencies. 5.. Implementation and other issues: shall be proactively decided by the Board of Directors. 6. Business plan after charter capital increase As the charter capital increase is sourced from the owners equity, it will have a minimal impact on Techcombank s business performance in 2018: Unit: million Vietnam Dong; % # Indicator 2017 (1) 2018 (2) Absolute number of increase/decr ease Growth (2)/(1) 1 Total assets 269,92,80 15,189,085 45,796, % 2 Deposits from customers (excluding certificates of deposits) 170,970,8 246,17,662 75,46, % Deposits and borrowings at other credit institutions 46,2,825 9,7,642 (6,986,18) (79.9)% 4 Loan balance (*) 180,66, ,925,91 25,289, % 5 Non-performing loan ratio 1.61% 2.00% 0.9% 24% 6 Capital adequacy ratio (CAR) 12.68% 15.47% 2.79% 22% Ensure Comply with compliance Limits on capital contribution and regulations of with regulation 7 other prudent ratios the State Bank of the State of Vietnam Bank of Vietnam 8 Profit after tax 6,445,595 8,000,000 1,554,405 24% 9 Return on Asset (ROA) 2.55% 2.74% 0.16% 6% 10 Return on Equity (ROE) 27.71% 20.00% (7.71%) (28%) (*) Credit growth shall be adjusted as per approval of the State Bank of Vietnam from time to time. VIETNAM TECHNOLOGICAL AND COMMERCIAL JOINT STOCK BANK