MINUTES OF MEETING OF THE 2018 ANNUAL GENERAL MEETING HO CHI MINH CITY DEVELOPMENT JOINT STOCK COMMERCIAL BANK (HDBANK)

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1 THE SOCIALIST REPUBLIC OF VIETNAM Independence - Freedom - Happiness THE GENERAL MEETING Ref.: 01/2018/BB - DHDCD Ho Chi Minh City, 21 April 2018 TRANSLATION MINUTES OF MEETING OF THE 2018 ANNUAL GENERAL MEETING HO CHI MINH CITY DEVELOPMENT JOINT STOCK COMMERCIAL BANK (HDBANK) Business name: Address: Registration no.: Ho Chi Minh City Development Joint Stock Commercial Bank (HDBank) 25 Bis Nguyen Thi Minh Khai Street, Ben Nghe Ward, District 1, Ho Chi Minh City , originally issued by Ho Chi Minh City Department of Planning and Investment on 11 August 1992, 25 th amendment registered on 19 October Meeting time: Started at am on 21 April 2018 Ended at pm on 21 April 2018 Meeting avenue: The Opera House of Ho Chi Minh City, number 07 Lam Son Square, District 1, Ho Chi Minh City, Vietnam. Meeting agenda: In accordance with the Agenda for the 2018 Annual General Meeting (For the fiscal year of 2017), which was announced to all HDBank. Meeting Chairs: Ms. Le Thi Bang Tam Chairwoman of the Board of Directors (BoD) Ms. Nguyen Thi Phuong Thao Standing Vice Chairwoman of BoD Mr. Nguyen Thanh Do Vice Chairman of BoD Mr. Nguyen Huu Dang Member of BoD, General Director Ms. Nguyen Thi Tam Member of BoD Meeting Secretariat: Ms. Nguyen Thi Hoai Anh Deputy Chief of the Office of BoD Ms. Huynh Thi Mai Trinh Deputy Head of the Legal Department Mr. Hoang Thanh Tung Relationship Manager, FI Department Meeting Attendees: - Representatives from the Banking Supervision Agency (BSA): Ms. Nguyen Thi Phi Loan Deputy Head of Ho Chi Minh City Banking Inspection and Supervision Department - The State Bank of Vietnam - Representative from the State Security Commission of Vietnam: Mr. Le Nhi Nang Director of Ho Chi Minh City Office, State Security Commission of Vietnam (SSC) - Representative from Ho Chi Minh City Stock Exchange (HOSE) Ms Tran Anh Dao Deputy General Director 1

2 - Delegates from Ernst & Young Vietnam Limited, Ho Chi Minh City Securities Coporation and distinguished guests; - Founder, Members of the Board of Directors, Board of Management (BoM), Board of Supervisors (BoS), Branch Directors, Department Heads of HDBank. PART A MEETING PROTOCOLS I. OPENING FORMALITIES 1. The Organising Committee started the registration process for Meeting attendees, and handed out Meeting Documents and voting forms for the discussion of Meeting Agenda. 2. Checking the meeting quorum Mr. Dao Duy Tuong Chairman of The Board of Supervisors (BoS) reported on the meeting quorum as follows: - Total of voting shares issued by HDBank: 980,999,771 shares, of which: + Common shares: 980,999,771 shares equivalent to 980,999,971 of voting shares. + Voting preferred shares: 0 share - Total of attending the Meeting opening at 9:06 am: 424, owning 833,740,299 shares equivalent to % of the total voting shares of HDBank. 3. Declaration of commencement Pursuant to the Law on Enterprises and the Charter of HDBank, the 2018 Annual General Meeting (For the fiscal year of 2017) of HDBank met all requirements to commence. II. COMMENCEMENT At the nomination of the Organising Committee, the Meeting voted to elect the members of the Meeting Chairs, the Meeting Secretariat, the Vote Counting Commission, and to ratify the Meeting Agenda with 100% agreement. 1. Meeting Chairs 1. Ms. Le Thi Bang Tam : Chairwoman of BoD 2. Ms. Nguyen Thi Phuong Thao : Standing Vice Chairwoman of BoD 3. Mr. Nguyen Thanh Do : Vice Chairman of BoD 4. Mr. Nguyen Huu Dang : Member of BoD, General Director 5. Ms. Nguyen Thi Tam : Member of BoD 2. Meeting Secretariat 1. Ms. Nguyen Thi Hoai Anh : Deputy Chief of the Office of BoD 2. Ms. Huynh Thi Mai Trinh : Deputy Head of the Legal Department 2

3 3. Mr. Hoang Thanh Tung : Relationship Manager, FI Department 3. Vote Counting Commission 1. Mr. Dao Duy Tuong : Chairman of BoS 2. Ms. Nguyen Kieu Trang : Head of Internal Audit Division 3. Ms. Vu Ha Van : Head of Internal Audit of Central Saigon 4. Ratification of Meeting Agenda: 1) The 2017 Activity Report and 2018 Action Plan from the Board of Directors; 2) The 2017 Business Report and 2018 Business Plan from the General Director; 3) The Audit Report on the 2017 Financial Statements from the Board of Supervisors and the Independent Auditor s Report for the accounting period of 2017; 4) The proposal number 44/2018/TT-HĐQT dated 05/4/2018 regarding Plan of 2017 profit distribution and bonus share issue; 5) The proposal number 45/2018/TT-HĐQT dated 05/4/2018 regarding the remuneration and allowances for the Board of Directors and the Board of Supervisors, the Board of Directors Fund, and the budget for corporate social responsibilities in 2018; 6) The proposal number 46/2018/TT-HĐQT dated 05/4/2018 regarding the authorisation from the General Meeting to the Board of Directors; 7) The proposal number 47/2018/TT-HĐQT dated 05/4/2018 regarding the amendment, supplementation and the re-issue of the Certificate of Business Registration and the Banking Licence of HDBank; 8) At the General Meeting, the Meeting Chairs proposed to supplement to the General Meeting Agenda matters relating to the Project of merging PG Bank into HDBank, specifically: The proposal number 48/2018/TT-HĐQT dated 20/4/2018 regarding the ratification of merging Petrolimex Group Joint Stock Commercial Bank into Ho Chi Minh City Development Joint Stock Commercial Bank; the Merger Plan; The plan to issue shares for the Merger; Merger Contract, post-merger Charter of HDBank; PART B REPORTS AND PROPOSALS SUBMITTED AT THE 2018 ANNUAL GENERAL MEETING (FOR THE FISCAL YEAR 2017) I. THE GENERAL MEETING LISTENED TO THE REPORTS FROM THE BOARD OF DIRECTORS, GENERAL DIRECTOR AND BOARD OF SUPERVISORS: 1.1 Ms. Le Thi Bang Tam, Chairwoman of BoD, presented on behalf of BoD the 2017 Activity Report and 2018 Action Plan from BoD. 1.2 Mr. Nguyen Huu Dang, Member of BoD and General Director, presented on behalf of BoM the 2017 Business Report and 2018 Business Plan from the General Director; 3

4 1.3 Mr. Dao Duy Tuong, Chairman of BoS, presented on behalf of BoS the Audit Report on the 2017 Financial Statements from the Board of Supervisors and the Independent Auditor s Report for the accounting period of All reports of the Board of Directors, Board of Management and Board of Supervisors focused on the analysis and assessment of the Bank s operation in 2017 and the evaluation of the completion of the 2017 targets assigned by the 2016 Annual General Meeting in order to propose the 2018 Business Plan. The reports also reviewed the roles and performances of the Board of Directors, Board of Management and Board of Supervisors in accordance with the law, the Charter of HDBank, and the task assigned by the General Meeting was a successful year for the banking sector in terms of state governance and operation. In light of this background, HDBank had unanimously utilised opportunities and overcame challenges to achieve impressive results and exceed the tasks assigned by the General Meeting. The financial report was audited by Ernst & Young Vietnam Limited in accordance with the Vietnamese Accounting Standards and the law. In 2018, HDBank will aim for several business targets, including the respective growths of 28.3%, 30.3% and 40.4% in total assets, total deposits and total loan balances. Profit before tax is expected to reach VND 3,933 billion. In order to achieve these targets, the Board of Directors proposed the General Meeting to authorise the Board to amend and supplement the critical governance criteria to promptly adapt to the actual conditions and the market movements. The Board is responsible for the reporting of business results at the next General Meeting. II. THE GENERAL MEETING LISTENED TO THE PROPOSALS OF THE BOARD OF DIRECTORS: 2.1. The proposal 44/TT-HĐQT dated 05/4/2018 regarding the 2017 Profit Distribution Plan presented by Mr. Nguyen Thanh Do Vice Chairman of BoD, Independent member: The Board of Directors submitted to the General Meeting the 2017 Profit Distribution Plan as follows: NO. ITEMS AMOUNT (Units: Million VND, shares) 1 Consolidated profit before tax in ,416,780 2 Corporate income tax 462,377 3 Consolidated profit after tax 2017 (1-2) 1,954,404 4 Non-controlling interests 207,920 5 Net profit attributable to HDBank ordinary in 2017 (3-4) 1,746,484 6 Reserves 275, Supplementary charter capital (5%) 84, Allowances for financial losses (10%) 168, Welfare and benefits 3,000 4

5 6.4 Board of Directors and Board of Supervision s Fund 20,000 7 Retained from subsidiaries (attributable to HDBank ) 31,562 8 Retained profit in 2017 after reserves (5-6-7) 1,439,187 9 Retained profits of previous years 53, Retained profit available for dividend pay-out in 2017 (8+9) 1,492, Average number of issued shares 980,999, Treasury shares Average number of outstanding shares (11-12) 980,999, Dividend pay-out ratio 15% 15 Cash dividend (13x14x10,000) 1,471, Retained profit (10-15) 20,855 Issuance of bonus shares from the surplus capital and share dividend from undistributed profits at the rate of 20% (Twenty Percent). The Board of Directors proposed the General Meeting to authorise the Board to submit this proposal to the State Bank of Vietnam (SBV) for its opinion and to proceed with the necessary procedures to implement this profit distribution plan The proposal number 45/2018/TT-HĐQT dated 05/4/2018 regarding the remuneration and allowances for the Board of Directors and the Board of Supervisors, the Board of Directors Fund, and the budget for corporate social responsibilities in The proposal was presented by Mr Nguyen Thanh Do Vice Chairman of BoD, Independent member: The Board of Directors proposed the General Meeting to ratify: Remuneration and allowances for the Board of Directors and the Board of Supervisors in 2018: VND 15,000,000,000 (fifteen billion dong), which shall be recorded to the operating expense in 2018; Board of Directors Fund in 2018: VND 20,000,000,000 (twenty billion dong), which shall be distributed from the profit after tax in 2017; Budget for corporate social responsibility in 2018: VND 20,000,000,000 (twenty billion dong), which shall be recorded to the operating expense in The authorisation to the Board of Directors to direct the reasonable implementation and efficient use of the aforementioned financial resources. 2.3 The proposal number 45/2018/TT-HĐQT dated 05/4/2018 regarding for the authorisation from the General Meeting to the Board of Directors presented by Ms. Nguyen Thi Tam, Member of BoD: The Board of Directors proposed the General Meeting to ratify the authorisation to the Board of Directors to proceed with the following matters: Regarding the amendment and supplementation to the business activities in the Charter, the Operation Licence and the Certification of Business Registration of HDBank, and the amendment and supplementation to the Charter: 5

6 Authorising the Board of Directors to amend and supplement the business activities in accordance with the law, the guidance of the State Bank of Vietnam (SBV) and the Bank s actual activities, hence the amendment and supplementation to the Operation Licence and the Certificate of Business Registration of the Bank; reporting to SBV the amendment and supplementation to the Charter and the completion of other legal procedures related to such amendment and supplementation Regarding HDBank investment activities, purchase and sales of assets - Establishing or acquiring subsidiaries and affiliates to perform business activities in accordance with the law. - Investing, purchasing and selling the Bank s assets which amount to 50% of the Bank s charter capital recorded in the latest audited financial report. - Approving the capital contribution or the purchase of shares of other companies and credit institutions, which amount to 50% of the Bank s charter capital recorded in the latest audited financial report, or the transfer or sale of the Bank s shares in joint ventures and affiliates in accordance with the law. - Approving contracts with subsidiaries and affiliates which are valued at more than 20% of the Bank s charter capital recorded in the latest audited financial report Regarding the subsidiaries and affiliates of the Bank Approving the transfer of capital contribution or shares in subsidiaries and affiliates; and the purchase, sale, division, split, merger, incorporation, change in legal form, dissolution, or bankruptcy of the Bank s subsidiaries and affiliates; while completing necessary files and procedures related to such activities in accordance with the law and SBV, State Securities Commission Regarding HDBank's development strategy: - Complete the HDBank development strategy for It is allowed to flexibly adjust and supplement the basic contents of the business strategy to suit the development of HDBank, suitable to the business environment and development trend of the industry as well as to comply with Laws in the process of developing and implementing business strategies. - Select strategic investors. Negotiate and sign contracts and cooperate with selected strategic investors. - Flexibly adjust and supplement key management indicators to meet the real situation and market developments, and report back to. - Decide on the restriction and adjust foreign ownership room at HDBank in accordance with the law and ensure the highest benefits for HDBank as well as the of HDBank; Carrying out the necessary procedures at the competent state agencies to block and adjust the ownership ratio of foreign investors according to the actual situation and development strategy of HDBank Join the program of restructuring commercial banks under the policy of the State Bank of Vietnam. Accordingly, the Board of Directors is authorized to contact, work, sign the principle agreement, related documents with partners to seize the opportunities that bring high efficiency, in accordance with the development strategy of HDBank and report to the General Meeting of Shareholders for approval. 6

7 2.3.6 Regarding transactions with partners: Authorizing the Board of Directors to pass transactions with related persons under the authority of the General Meeting of Shareholders. 3. The proposal number 47/2018/TTT-HĐQT dated 05/4/2018 regarding the amendment, supplementation and the re-issue of the Certificate of Business Registration and the Banking Licence of HDBank presented by Ms. Nguyen Thi Tam, Member of BoD: The Board of Directors proposed General Meeting to ratify the following matters: - Supplementing the business activities of HDBank; - Proceeding with the re-issue of the Certification of Business Registration and the Operation Licence of HDBank, which consolidate the original documents and the subsequent amendments and supplements, in accordance with the templates as prescribed in Circular no. 17/2017/TT-NHNN; - The General Meeting considered and authorised the Board of Directors to proceed with the procedures related to the supplementation of the business activities of HDBank and the re-issue of the Certification of Business Registration and the Operation Licence of HDBank, which consolidate the original documents and the subsequent amendments and supplements, in accordance with the templates as prescribed in Circular no. 17/2017/TT- NHNN. 4. Documents relating to the Project of merging PG Bank into HDBank presented by Mr. Nguyen Huu Dang. Pursuant to the authorization from the General Meeting of Shareholders at the Resolution No. 12/2017/NQ-ĐHĐCĐ dated 21/4/2017, which authorized the Board of Directors to participate the banking reform programme launched by the State Bank of Vietnam to best realize given opportunities which are in line with HDBank s development strategy and ensure high return for the Bank. After thorough study, discussion and negotiation with Vietnam National Petroleum Group (Petrolimex) whose banking subsidiary is Petrolimex Group Joint Stock Commercial Bank (PG Bank), on 20 th April 2018, both parties agreed on matters relating to the Merger Project including a Comprehensive Strategic Cooperation Contract. Pursuant to provisions of Clause 3 Article 142 Law on Enterprises 2018 and item d Clause 2 Article 30 Charter of HDBank stipulating authorization of the General Shareholders Meeting, at the 2018 General Meeting the Board of Directors proposed and received approval from 100% of attending to supplement the Meeting Agenda with matters relating to the Merger Project for discussion and ratification including: - The proposal number 48/2018/TTT-HĐQT dated 20/4/2018 regarding the ratification of merging Petrolimex Group Joint Stock Commercial Bank into Ho Chi Minh City Development Joint Stock Commercial Bank; - the Merger Plan for merging PG Bank into HDBank; - The plan to issue shares for the Merger of PG Bank into HDBank; - Merger Contract, post-merger Charter of HDBank; PART C 7

8 DISCUSSION AND OPINIONS SHARHOLDERS OPINIONS AND THE MEETING CHAIRS EXPLANATION I. Opinion of shareholder no. 2953, Mr. Nguyen Tien Vu who asked: 1. What was the basis for 2018 business plan which forecasts 61% growth of profit compared to that of 2017? Is this plan feasible? Mr Nguyen Huu Dang, on behalf of the Meeting Chairs, received the shareholder s opinion and explained: The profit plan is anticipated to increase 167% compared to 2017 based on the second year of the plan. As can see, HDBank's profit in 2017 almost doubled that in This accomplishment resulted from the good preparation and implementation of the first 5-year plan ( ), in which we developed the customer base, expanded distribution network, etc. and from which we could yield such an impressive profit in Based on the results of 2017, BoM has cautiously developed the plan for In order to achieve this plan, the BoD, BoM and all staff of HDBank will have to make great efforts in the current context of fierce competition. HDBank focuses on retail and SME banking segments, which bring appropriate benefits and avoid the risk of portfolio concentration. Our products will go into niche segments, to which other banks have not paid much attention. Right in the first quarter of 2018, HDBank achieved more than one quarter of its profit plan in How do products of HDSaison differ from those in the market? Mr Nguyen Huu Nhan, General Director of HD Saison explained: 80% of the loan portfolio is for purchase of motorbike and electrical appliances in order to support consumers and improve their lives. 20% is for loyal customer. HD Saison makes the most of existing advantages of being closely linked with manufacturers, especially Japanese ones. As HD Saison receives support from its partner Credit Saison (Japan), the company has the advantage when it comes to big brands from Japan such as: Honda, Yamaha,. By this point, HD Saison gets the better of other competitors. In addition, HD Saison is a reputable company in the market, aiming to become a consumer financial services company that all Vietnamese people trust and to put our quality first. In spite of unfavourable social sentiment towards consumer finance industry, HD Saison is winning customers confidence and trust for its service quality. 3. How are PG Bank s bad debts progressing? What is the impact on HDBank in the future? Mr Nguyen Huu Dang, on behalf of the Meeting Chairs, received the shareholder s opinion and explained: Non-performing loans (NPLs) of PG Bank consist of on-balance-sheet NPLs and those sold to VAMC. On-balance-sheet NPLs account for VND 600 billion, which was incurred recently and secured with collateral assets. Provision has been created for these bad debts in conformity with regulations of the SBV. All relevant parties will step up their effort to collect these debts. VAMC bond balance account for VND 2,200 billion with provision of VND850 billion and collection of VND200 billion. All these bad debts are secured with real estate. PG Bank is 8

9 attempting to recover these debts and liquidate assets. According to estimates, asset liquidation can help recover up to 70% of total bad debts sold to VAMC (i.e. VND billion). This shall not be a burden for HDBank when merging. Ms Nguyen Thi Phuong Thao further explained: PG Bank is not a big bank but is considered "clean" due to the good influence from state-owned strategic shareholder. During the due diligence process and review of the merger plan, HDBank hired E&Y to review its financial status, bad debts and quality of collateral assets and debt quality of PG Bank, all of which were positively evaluated. After the merger, financial indicators and asset quality (including debt quality and bad debt ratio) of HDBank will be equal or better than at present. In conclusion, bad debts of PG Bank will not be a concern that needs to be taken into consideration when implementing this project. 4. What are competitive advantages and development strategies of HDBank after the merger? Ms. Nguyen Thi Phuong Thao explained: The benefits of the merger have been stated in the contents presented to the General Meeting. According to the post-merger business plan we have proposed, profit will increase by VND700 billion. Other indicators including outstanding loans, deposits, capital adequacy ratio (CAR) will all change in a more positive way. HDBank's will be enjoy greater benefit following the merger plan. In the long run, HDBank customer ecosystem will be further strengthened, expanded. The Bank s products and services will also be supplemented to include new products that can be supplied to Petrolimex Group such as derivative products and international payments. Those are specific benefits that have been included in a comprehensive strategic cooperation agreement with Petrolimex. On the side of PG Bank, the Bank itself also wishes to develop retail banking and share the same business strategy as HDBank. However due to some objective and subjective reasons, it could only be implemented on a limited scale. Up to now, all which PG Bank has achieved and is aiming at will further strengthen HDBank's business competitiveness, including card services, insurance, relationships with enterprises in petrol, oil and lubricants. These are immediate benefits of the merger. II. Opinion of shareholder no. 447, Mr. Hoang Sy Tien, who asked: HDBank's dividend of 2017 is the highest among the commercial banks, so will HDBank's dividend policy be maintained in 2018 and the following years? How does HDBank assess its competitive advantage over other banks? Ms Nguyen Thi Phuong Thao explained: Regarding dividend policy, HDBank always puts the interests of on the top, so we always maintain generous and sustained dividend payment policy with comparably high pay-out ratios over the years. In 2017, HDBank s dividend is being paid at the ratio ratified by the General Meeting of Shareholders. With regard to the dividend for 2018 and the following years, as the business performance indicators and the plan's effectiveness in 2018 are expected to be positive, 9

10 the Board of Directors believes that HDBank s dividend will remain strong and even higher in coming years. - HDBank's advantages have been adopted in the five-year development strategy of , whereby HDBank's dominant advantage is its privileged customer ecosystem derived from its relationships with investors and from strategic partners. This content has been publicized on our website in Investors. Shareholders can refer to the content related to strategies, advantages of HDBank as presented therein. III. Opinion of shareholder no from Saigon Real Estates Corporation: We suggest that dividend to be paid in cash in lieu of bonus shares Ms Nguyen Thi Phuong Thao answered: In 2017, 15% of dividend is paid in cash and 20% is paid by bonus shares. This is in accordance with the general development policy and recommendation of the SBV and also to intensify the financial capacity of our Bank. IV. Opinion of shareholder no from Longwoods Worldwide Limited who asked in writing: Will the whole foreign investor room be locked or just the increased portion due to the merger? What is the transfer restriction to be applied on PG Bank shares after the merger? How do we cooperate with Petrolimex? In which way and through which products? Mr Nguyen Huu Dang answered: Following the Merger only the increased portion of the foreign investor room is locked while the rest is eligible for trading as normal. Restriction on share transfer have been detailed in the Merger Plan: + 6 months after the Merger Date (being the date on which HDBank is granted with the new certificate of business registration) of PG Bank will be allowed to transfer up to 30% of their total shares in the post-merger bank months from the Merger Date (being the date on which HDBank is granted with the new certificate of business registration) of PG Bank will be allowed to transfer up to 100% of their total shares in the post-merger bank. - The contract with Petrolimex is a comprehensive strategic cooperation one, according to which we shall provide all banking and financial services for Petrolimex and its subsidiaries and affiliates at a market competitive price without any preference. Ms Nguyen Thi Phuong Thao further explained: Regarding the transfer restriction after the share swap: all the shares of PG Bank after the swap account for about 15% HDBank shares. Petrolimex is to own about 6% of HDBank shares. Petrolimex has committed to holding its shares in 5 years and drafted roadmap to lower their shareholding to less than 5% to facilitate the implementation of the strategic cooperation contract. As a major shareholder owning more than 5% will be subject to certain limitation of business cooperation. The limitation on share transfer is a prudent measure to prevent a sharp and sudden 10

11 volatility of two banks share in the market and to ensure the interests of. Hopefully, with a similar development strategy and good performance quality of HDBank over the past years, of PG Bank, after swapping their shares will trust HDBank and not sell their shares, avoiding severe impacts on trading volume of HDBank shares. V. Opinion of shareholder no. 653, Mr. Huynh Van Dung who asked: 1. According to the proposed merger plan, there was no analysis of the impact on HDBank's current share price. 2. Do the business results displayed in the plan take the merger into account or do they exclude the merger? We,, are particularly concerned about the possibility of diluted EPS following the merger. 3. Does Credit Saison have any specific support to client management or services? In the forthcoming time, does HD Saison have any plans to improve its market competitiveness with other companies such as FE Credit and to increase business efficiency and profitability? Ms Nguyen Thi Phuong Thao answered: 1. Share price after merger: According to the law, there are no regulations on the adjustment of share price after the merger, the share price is decided by the market based on financial indicators and capability of customers. 2. Business results presented at the General Meeting did not include the merger. Post-merger results are to be carefully calculated. Basic data have been presented in the Merger Plan and all changes are in a positive direction. These indicators are subject to a number of factors, possibly subjective or objective reasons. For instance, the merger process may be shortened or extended. If the merger is carried out smoothly and successfully, indicators including total credit exposures, mobilized funds, profitability, etc... will be more positive. 3. Speaking of the competitiveness and comparability of HD Saison and other consumer finance companies (FE Credit, as mentioned by the shareholder) in the market, VPBank is considered a bank within a consumer finance company whilst HDBank is a comprehensive retail bank who owns a consumer finance company. We have a consumer finance company but its profit does not contribute more than half of consolidated profit of HDBank as the case of other banks. HDBank is a versatile, comprehensive bank with a focus on retail banking, but it is also strong about wholesale banking and SME banking products (treasury, foreign exchange, international settlement). Our operation and development orientation are different. Other banks are almost entirely focused on their consumer finance business, while HDBank has implemented the strategy of sustainable development. We aim to build a multi-functional bank with the harmony in developing different segments. HDSaison s profits are not as high as other companies, but in terms of the size of operations, ranges of product and risk management, we should note that 70% of HDSaison s loan portfolio is targeted lending, the remaining 30% is cash lending without knowing and controlling the borrower s fund utilization purposes. However, HD Saison only grant cash loans to creditworthy customers who have a good transaction record with no bad debts incurred. In the meanwhile, other financial companies have an opposite proportion (70% for uncontrolled lending, 30% for targeted lending). In addition, over the last 11

12 two years we have invested a lot in network expansion. Starting from 2018 we can reap the fruits of what we sow, that is, the exclusive and unique ecosystem that other companies in the market do not have. According to the plan, HD Saison's profit is expected to reach VND1 trillion in this year. VI. Opinion of shareholder no. 4254, Mr. Tran Cong Son who shared his opinion and asked: 1. Having been a shareholder of HDBank since the 1990s, my observation is that HDBank has achieved encouraging growth in The Bank has always recorded positive growth rates in the past years; HDBank also completed the successful mergers of DaiABank and the acquisitions of the SGVF consumer finance company some years ago. At this General Meeting, HDBank proposed the Merger Plan of PG Bank, which is not a big bank. The share exchange ratio is which I consider reasonable. In previous General Meetings, repeatedly asked about the listing of HDBank share on stock exchanges which was recently completed on the 5 th January Since then, HDBank share price has gone up many times. Besides, 2018 business plan with expected strong growth also reinforced confidence. In terms of dividend pay-out ratio, HDBank did pay dividend over the past years though the ratio was not really high. In 2017 dividend is expected to include 15% cash dividend and 20% stock dividend which are very high. 2. The Board of Directors and Board of Management should pay more attention to strengthening HDBank s investor relations. Further consideration should also be made on reducing operating expenses by cutting the number of intermediate levels and shrinking indirect employees to increase salaries for the remaining staff as an incentive for them to work better. We also need to cut down on expenses and increase dividends for. 3. Besides the 2018 plan to issue more shares for existing, if want to purchase more HDBank shares using their own sources of funds including from cash dividend paid, where may purchase and at what price? Par value of HDBank share or at market price? Mrs. Le Thi Bang Tam answered: - The Board of Directors and Board of Management appreciate and will consider suggestion of the shareholder to further improve its service and personnel quality. - HDBank shares are listed on a stock exchange and all interested investors and may trade at market price via brokers, securities firms or directly with other investors. VII. Opinion of shareholder no Truong Hai Auto Corporation who raised questions in writing: 1. In the set of General Meeting Materials, the Proposal number 48/2018/TT-HDQT was to propose amendment, supplement to HDBank Charter. Appended were suggested amendment and supplement and comparison to 2017 HDBank Charter was included. However, at the General Meeting, Proposal number 48/2018/TT-HDQT was to propose the merger of PG Bank into HDBank. Please clarify which proposal is the final one for consideration by the General Meeting? 12

13 2. We understand that dividend for 2017 is paid 15% in cash and 20% by bonus share. Please confirm. 3. We understand that new shares are to be issued for the Merger Plan and existing can purchase these shares at VND10,000 per share. Then HDBank will buy back these shares from at VND13,000 per share to keep as treasury shares. All in all, existing are receiving 15% cash dividend, 20% bonus share and VND3,000 per share for all new shares they are purchasing in the next issue. Please confirm. Mrs. Le Thi Bang Tam answered: - Meeting materials delivered to before the General Meeting was prepared when the Merger Plan was not included. Hence there was a proposal to raise Charter Capital and to amend, supplement HDBank Charter. At the Opening of this General Meeting, the Proposal for ratification of Merger Plan was added hence the previously delivered proposal was replaced with Proposal number 48/2018/TT-HDQT regarding the ratification of merging Petrolimex Group Joint Stock Commercial Bank into Ho Chi Minh City Development Joint Stock Commercial Bank; - Dividend pay-out for 2017 includes 15% cash dividend, 20% bonus share. Upon completion of share issue and share buyback plan for treasury shares as contemplated in the Merger Plan, existing will be entitled to VND3000 premium per every new share they purchase in the share issue. SECTION D VOTING RESULTS OF THE SUBMITTED ISSUES The total number of presented at am: 466, owning 839,714,243 shares, equivalent to 839,714,243 voting shares or 85% of the total voting shares. I. The ratification of 2017 Activity Report and 2018 Action Plan from the BOD The General Meeting passed the submission with the following voting results: For: 839,714,243 votes, equivalent 100 % of the total votes of the attending Against: 0 share, equivalent 0% of the total votes of the attending II. The ratification of the 2017 Business Report and 2018 Business Plan from the General Director: The General Meeting passed the submission with the following voting results: For: 839,714,243 votes, equivalent 100 % of the total votes of the attending Against: 0 share, equivalent 0% of the total votes of the attending 13

14 III. The ratifications of the reports from the Board of Supervisors: The General Meeting passed the submission with the following voting results: For: 839,714,243 votes, equivalent 100 % of the total votes of the attending Against: 0 share, equivalent 0% of the total votes of the attending IV. The ratification of the Proposal no.44/2018/hđqt for 2017 Profit Distribution Plan of HDBank: For: 839,714,243 votes, equivalent 100 % of the total votes of the attending Against: 0 share, equivalent 0% of the total votes of the attending V. The ratification of the Proposal no.45/2018/hdqt for the remuneration and allowances for the Board of Directors and the Board of Supervisors, the Board of Directors Fund, and the budget for corporate social responsibilities in 2018: For: 839,714,243 votes, equivalent 100 % of the total votes of the attending Against: 0 share, equivalent 0% of the total votes of the attending VI. The ratification of the authorisation from the General Meeting to the Board of Directors: The General Meeting ratified the proposal for the authorisation from the General Meeting to the Board of Directors as follows: 6.1 Regarding the amendment and supplementation to the business activities in the Charter, the Operation Licence and the Certification of Business Registration of HDBank, and the amendment and supplementation to the Charter: For: 816,277,027 votes, equivalent % of the total votes of the attending 14

15 Against: 23,437,216 share, equivalent % of the total votes of the attending 6.2 Regarding the investment activities of the Bank: For: 816,277,027 votes, equivalent % of the total votes of the attending Against: 23,437,216 share, equivalent % of the total votes of the attending 6.3 Regarding the subsidiaries and affiliates of the Bank: For: 816,277,027 votes, equivalent % of the total votes of the attending Against: 23,437,216 share, equivalent % of the total votes of the attending 6.4 Regarding the development strategies of HDBank: For: 816,277,027 votes, equivalent % of the total votes of the attending Against: 23,437,216 share, equivalent % of the total votes of the attending 6.5 Participating the program of restructuring commercial banks under the policy of the State Bank of Vietnam. Accordingly, the Board of Directors is authorized to contact, work, sign the principle agreement, related documents with partners to seize the opportunities that bring high efficiency, in accordance with the development strategy of HDBank and report to the General Meeting of Shareholders for approval. For: 816,277,027 votes, equivalent % of the total votes of the attending Against: 23,437,216 share, equivalent % of the total votes of the attending 15

16 6.6 Authorizing the Board of Directors to decide on transactions with partners: For: 816,277,027 votes, equivalent % of the total votes of the attending Against: 23,437,216 share, equivalent % of the total votes of the attending VII. Ratification of the Proposal no. 47/2018/HĐQT dated 05/4/2018 regarding the amendment, supplementation and the re-issue of the Certificate of Business Registration and the Banking Licence of HDBank. For: 839,714,243 votes, equivalent 100 % of the total votes of the attending Against: 0 share, equivalent 0% of the total votes of the attending VIII. Ratification of the Proposal no. 48/2018-HĐQT dated 20/4/2018 regarding the merging of Petrolimex Group Joint Stock Commercial Bank into Ho Chi Minh City Development Joint Stock Commercial Bank For: 791,647,554 votes, equivalent % of the total votes of the attending Against: 48,066,689 shares, equivalent % of the total votes of the attending IX. Ratification of the Merger Plan of Petrolimex into HDBank For: 791,647,554 votes, equivalent % of the total votes of the attending Against: 48,066,689 shares, equivalent % of the total votes of the attending X. Ratification of Plan to issue HDBank shares for the merger 16

17 For: 791,647,554 votes, equivalent % of the total votes of the attending Against: 48,066,689 shares, equivalent % of the total votes of the attending XI. Ratification of the merger contract Charter after the merger For: 791,647,554 votes, equivalent % of the total votes of the attending Against: 48,066,689 shares, equivalent % of the total votes of the attending XII. Ratification of the Bank s Charter after the merger For: 791,647,554 votes, equivalent % of the total votes of the attending Against: 48,066,689 shares, equivalent % of the total votes of the attending XIII. General Meeting to authorize the BOD to implement the merger of PG Bank into HDBank as proposed in the Proposal number 48/2018/TT-HDQT dated 20 th April 2018 For: 791,647,554 votes, equivalent % of the total votes of the attending Against: 48,066,689 shares, equivalent % of the total votes of the attending PART E THE RATIFICATION OF THE MEETING RESOLUTIONS Mr. Nguyen Thanh Do, Vice Chairman of BoD, Independent member, on behalf of the Meeting Chairs, read out all resolutions passed by the 2018 Annual General Meeting: 17

18 1) The ratification of the 2017 Activity Report from the Board of Directors received 100% of the total votes of the attending ; 2) The ratification of the 2017 Business Report and 2018 Business Plan from the General Director received 100% of the total votes of the attending ; 3) The ratification of the Audit Report on the 2017 Financial Statements from the Board of Supervisors and the Independent Auditor s Report for the accounting period of 2017 received 100% of the total votes of the attending ; 4) The ratification of the proposal number 44/2018/TT-HĐQT dated 05/4/2018 regarding Plan of 2017 profit distribution and bonus share issue received 100% of the total votes of the attending ; 5) The ratification of the proposal number 45/2018/TT-HĐQT dated 05/4/2018 regarding the remuneration and allowances for the Board of Directors and the Board of Supervisors, the Board of Directors Fund, and the budget for corporate social responsibility received 100% of the total votes of the attending ; 6) The proposal number 46/2018/TT-HĐQT dated 05/4/2018 regarding the authorisation from the General Meeting to the Board of Directors, including: 6.1 Regarding the amendment and supplementation to the business activities in the Charter, the Operation Licence and the Certification of Business Registration of HDBank, and the amendment and supplementation to the Charter. The General Meeting passed the proposal with the approval from % of the total votes of the attending. 6.2 Regarding the authorization of the General Meeting to the Board of Directors to decide on matters relating to investment activities, purchase and sale of assets of HDBank, the General Meeting passed the proposal with the approval from % of the total votes of the attending. 6.3 Regarding the authorization of the General Meeting to the Board of Directors to decide on matters relating to HDBank s subsidiaries and affiliates, the General Meeting passed the proposal with the approval from % of the total votes of the attending. 6.4 Regarding the authorization of the General Meeting to the Board of Directors to decide on matters relating to HDBank s development strategies of HDBank, the General Meeting passed the proposal with the approval from % of the total votes of the attending. 6.5 Regarding the authorization of the General Meeting to the Board of Directors to decide on matters relating to the participation of HDBank in the program of restructuring commercial banks under the policy of the State Bank of Vietnam, the General Meeting passed the proposal the approval from % of the total votes of the attending. 6.6 Regarding the authorization from the General Meeting to the Board of Directors to decide on transactions with partners, the General Meeting passed the proposal the approval from % of the total votes of the attending. 18

19 7) Regarding the proposal number 47/2018/TTT-HĐQT dated 05/4/2018 on amendment, supplementation and the re-issue of the Certificate of Business Registration and the Banking Licence of HDBank, the General Meeting passed the proposal with 100% of the total votes of the attending. 8) Regarding the proposal number 48/2018/TT-HĐQT dated 20/4/2018 on the ratification of merging Petrolimex Group Joint Stock Commercial Bank into Ho Chi Minh City Development Joint Stock Commercial Bank, the General Meeting passed the proposal with the approval from % of the total votes of the attending. 9) Regarding the Plan of merging Petrolimex Group Joint Stock Commercial Bank into Ho Chi Minh City Development Joint Stock Commercial Bank, the General Meeting passed the proposal with the approval from % of the total votes of the attending. 10) Regarding the issuance of HDBank share for the merger of PG Bank into HDBank, the General Meeting passed the proposal with the approval from % of the total votes of the attending. 11) Regarding the ratification of Merger Contract entered into by PG Bank and HDBank, the General Meeting passed the proposal with the approval from % of the total votes of the attending. 12) Regarding the Post-Merger Charter of HDBank after PG Bank was merged into HDBank, the General Meeting passed the proposal with the approval from % of the total votes of the attending. 13) Regarding the authorization from the General Meeting to the Board of Directors to implement the Plan for merging PG Bank into HDBank as detailed at the Proposal no. 48/2018/TT-HDQT dated 20 th April 2018, the General Meeting passed the proposal with the approval from % of the total votes of the attending. PART F REMARKS FROM THE REPRESENTATIVES OF BSA AND SSC 1. Ms. Nguyen Thi Phi Loan Deputy Head of Ho Chi Minh City Banking Inspection and Supervision Department of - The State Bank Of Vietnam: Speaking to the General Meeting, Ms. Loan said she was cheerful to have been invited to deliver a speech at HDBank s General Meeting of Shareholders for the past several years. In her observation The Meeting was well organized and fully complied with required procedures for convening of the General Meeting of Shareholders. The Board of Directors and the Board of Management showed great responsibility and effort. After highlighting some general indicators of the economy and the banking and finance industry in 2017, Ms. Loan made comparison of HDBank s key performance indicators with other peer 19

20 in Ho Chi Minh City. She stated that HDBank was ranked among TOP 5 joint stock commercial banks in Vietnam, with total Charter Capital of VND9,810 billion, profit after tax reached VND1,954 billion (ranking second among joint stock commercial bank in Ho Chi Minh City). The planned dividend payout ratio of 35% was considered very high. In addition, the Bank reduced its amount of NPL while successfully stepped up its collection efforts. Ms. Loan highlighted HDBank s contribution toward the banking reform scheme initiated by the Government when HDBank aquired and merged DaiA Bank in With the freshly announced plan of PG Bank merger the Bank was aiming at the leading commercial bank position. Since its listing on stock exchange, HDBank shares received strong interest and became a hot share for investors. Based on the 2018 Business Plan presented at The Meeting, Ms. Loan asked HDBank to maintain their focus on implementing specific tasks as follows: Accelerate the implementation of Basel II, implement international risk management practices, further step up application of advanced technologies Continue to consolidate its financial capability, enhance corporate governance, ensure compliance with provisions of law and work ethics. Maintain appropriate credit expansion with focus on industries and sectors encouraged by the Government and the State Bank of Vietnam; Ensure strong funding with reasonable sources and tenors; Control credit quality and non-performing ratio. The State Bank of Vietnam is reviewing and approving banks plans for resolving nonperforming loans. Hence HDBank should have its specific plans to implement proposed solutions. 2. MR. Le Nhi Nang Director of Ho Chi Minh City Office, State Security Commission of Vietnam (SSC) Mr. Nang expressed his joy and sent congratulations to HDBank s who filled up the meeting hall an evidence of shareholder s interest in the Bank s business. According to Mr. Nang, in 2017, Vietnam stock market index increased by 48% thanks to supportive Marco-economic policies facilitating both businesses and stock market. Performance of listed companies, particularly listed banks, witnessed strong improvement in terms of financial capability. The banking sector was leading the whole stock market. Foreign investment was pouring into Vietnam and reached USD 3 billion, an increase of 130% versus Mr. Nang said since HDBank listing on 5 th Jan 2018 at VND33,000 per share, it stocks price maintained steady growth. Besides the Bank always complied with regulations of the Security Commission on information disclosure. HDBank truly respected their and held the interest of a high priority. Mr. Nang believed that with impressive results recorded over the past time, in 2018, after its share successfully listed on Ho Chi Minh City stock exchange, HDBank was ready for reaching out to open seas once it implements plans for further capital raising, attracting more foreign investors and restructuring, merging another bank. Another fruitful year is awaiting the Bank s. 20

21 PART G MEETING CLOSING In order to close the meeting, Ms. Nguyen Thi Phuong Thao, Standing Vice Chairwoman of BoD and Member of the Meeting Chair, gave the closing speech, expressed her gratitude, received the opinions and the advices from BSA and SSC, and wished for the continual and comprehensive support from the Bank s and partners. On behalf of the Meeting Chairs, the Standing Vice Chairwoman of BoD concluded the 2018 HDBank Annual General Meeting (For the fiscal year of 2017). The Meeting ended at pm on the same day. MEETING CHAIRS Ms. Le Thi Bang Tam Chair: (signed and sealed) Ms. Nguyen Thi Phuong Thao Member: (signed) Mr. Nguyen Thanh Do Member: (signed) Mr. Nguyen Huu Dang Member: (signed) Ms. Nguyen Thi Tam Member: (signed) MEETING SECRETARIAT Ms. Nguyen Thi Hoai Anh: (signed) Ms. Huynh Thi Mai Trinh: (signed) Mr. Hoang Thanh Tung: (signed) 21

22 Attachments: 1. Report on the meeting quorum; 2. Reports from the Board of Directors, Board of Management and Board of Supervisors; 3. Proposals: The proposal number 44/2018/TT-HĐQT dated 05/4/2018 regarding Plan of 2017 profit distribution and bonus share issue; The proposal number 45/2018/TT-HĐQT dated 05/4/2018 regarding the remuneration and allowances for the Board of Directors and the Board of Supervisors, the Board of Directors Fund, and the budget for corporate social responsibilities in 2018; The proposal number 46/2018/TT-HĐQT dated 05/4/2018 regarding the authorisation from the General Meeting to the Board of Directors; The proposal number 47/2018/TT-HĐQT dated 05/4/2018 regarding the amendment, supplementation and the re-issue of the Certificate of Business Registration and the Banking Licence of HDBank; The proposal number 48/2018/TT-HĐQT dated 20/4/2018 regarding the ratification of merging Petrolimex Group Joint Stock Commercial Bank into Ho Chi Minh City Development Joint Stock Commercial Bank; the Merger Plan; The plan to issue shares for the Merger; Merger Contract, post-merger Charter of HDBank 4. Reports on the voting counts of all ratified matters at the Meeting. 22