No.: 01/2015/BB-ĐHĐCĐ Ho Chi Minh City, April 16 th, 2015 MINUTES

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1 Hochiminh City Securities Corporation (HSC) HEAD OFFICE Level 5 & 6, AB Tower, 76 Le Lai St., Ben Thanh Ward, District 1, HCMC, Vietnam T: (+84 8) F: (+84 8) E: info@hsc.com.vn W: No.: 01/2015/BB-ĐHĐCĐ Ho Chi Minh City, April 16 th, 2015 MINUTES OF THE 2014 ANNUAL GENERAL MEETING (AGM) HO CHI MINH CITY SECURITIES CORPORATION (HSC) I. COMPANY PROFILE - Company name: Ho Chi Minh City Securities Corporation (HSC) - Head Office: 5 th and 6 th Floor, AB Tower, 76 Le Lai Street, Ben Thanh Ward, Dist.1, HCMC - Phone: (+84 8) Fax: (+84 8) Website: - The License for Establishment and Operations No. 11/GPHĐKD dated Apr 19 th, 2003 issued by State Securities Committee of Vietnam and the License Amendment No. 52/GPĐC UBCK dated Dec 24 th, 2013 issued by State Securities Committee of Vietnam. II. TIME, VENUE AND PARTICIPANTS OF THE MEETING - Time: Thursday, Apr 16 th, 2015 at 13:30 - Venue: Ben Thanh Ballroom - First Floor New World Saigon Hotel, 76 Le Lai Street, Dist.1, Ho Chi Minh City. - Participants 1. Shareholders of Ho Chi Minh City Securities Corporation and their authorized representatives 2. The Chair 1. Mr. Đỗ Hùng Việt 2. Mr. Lê Anh Minh 3. Mr. Nguyễn Thanh Liêm 4. Mr. Phạm Nghiêm Xuân Bắc 5. Mr. Johan Nyvene 6. Mr. Trịnh Hoài Giang 7. Mr. Lâm Hữu Hổ 3. The Vote counting Committee and a representative of shareholders who monitors the vote-counting process The Vote counting Committee 1. Mr. Đoàn Chí Trung 2. Mr. Vũ Đoàn 1

2 Hochiminh City Securities Corporation (HSC) HEAD OFFICE Level 5 & 6, AB Tower, 76 Le Lai St., Ben Thanh Ward, District 1, HCMC, Vietnam T: (+84 8) F: (+84 8) E: info@hsc.com.vn W: No.: 01/2015/NQ-ĐHĐCĐ Ho Chi Minh City, April 16 th, 2015 RESOLUTION OF THE 2014 ANNUAL GENERAL MEETING (AGM) HO CHI MINH CITY SECURITIES CORPORATION (HSC) Pursuant to: - The Law on Enterprises No.60/2005/QH11 issued by the National Assembly of the Socailist Republic of Vietnam on November 29th, 2005 and the documents guiding the implementation of Law on Enterprise; - The Law on Securities No.70/2006/QH11 issued by the National Assembly of the Socailist Republic of Vietnam on June 29th, 2006 and Amendment, Law amending and supplementing a number of articles of Securities Law No.62./2010/QH12 issued by the National Assembly of the Socailist Republic of Vietnam on November 24th, 2010 and some documnents guiding the implementation of Securities Law; - The ninth amendment of HSC Charter according to the AGM Resolution No.01/2013/NQ-ĐHĐCĐ dated April 26th, 2013; - Minute No. 01/2015/BB-ĐHĐCĐ dated Apr 16 th, 2015 of the 2014 AGM of Ho Chi Minh City Securities Corporation. Article 1. RESOLVED The 2014 AGM approved the report on activities in 2014 of the Board of Directors (BOD) of Ho Chi Minh City Securities Corporation. Votes in favor accounted for 100% Article 2. The 2014 AGM approved the Income Statement for 2014 of HSC, in which some main indicators as below: Unit: VND mil ITEM FY2014 FY2013 % change Plan 2014 % actual/ plan 2014 INCOME STATEMENT (VND mil) Revenue 831, ,760 31% 744, % Brokerage 299, ,104 50% 310,246 97% Margin and advances income 248, ,821 60% 195, % 1

3 ITEM FY2014 FY2013 % change Plan 2014 % actual/ plan 2014 Proprietary investment 194, ,919 27% 167, % Interest income 67,241 90,727-26% 36, % Corporate finance 12,362 16,399-25% 19,000 65% Other revenues 8,889 19,790-55% 16,500 54% Operating expenses 349, ,049 34% 306, % Other profit % - Profit before tax 481, ,428 28% 437, % Profit after tax 376, ,174 33% 341, % BALANCE SHEET AT THE YEAR END (VND mil) Total asset 3,859,367 3,127,781 23% 3,171, % Owners equity 2,358,231 2,247,348 5% 2,265, % FINANCIAL INDICATORS Return on average assets (ROAA) 10.8% 8.9% 10.6% Return on average equity (ROAE) 16.3% 12.8% 15.4% EQUITY S VALUE Number of outstanding shares 127,229, ,249, ,249,720 Earnings per share EPS VND 2,956 2,241 32% 2, % Book value per share VND 18,535 17,661 5% 17, % Market price at balance sheet date VND 31,200 24,500 27% N/A N/A P/E (time) % N/A N/A Total Shareholders s return 32% 51% Votes in favor accounted for 100% Article 3. The 2014 AGM approved the business plan for 2015 of HSC with the following assumptions: - The average trading value of the whole market will be VND4,000 bil/day, an increase of 33% as compared with 2014; - The promises to complete the equitisation of SOEs (435 SOEs) at the end of 2015, some of which may be listed soon on the stock exchanges, will make more supplies for the market; 2

4 - The new derivative products such as Non voting depository receipt (NVDR), convered warrant of the basic stock market are expected to launch at the end of this year may significantly increase the liquidity of the stock market in 2015; - On the contrary, the effectiveness of the Circular No. 36/2014/TT-NHNN dated November 20th, 2014 of the State Bank of Vietnam prescribing limits and prudential ratio in operation of credit institutions and foreign bank branches may decrease the liquidity of the stock market as well as the credit extension limits of the credit institutions, The target of HSC market share is about 11.1%. Brokerage market share Plan 2015 FY2014 % change/ FY2014 Q1/2015 Clients Individual Clients 8% 7.4% 0.6% 6.5% Institutional Clients 3.1% 3.0% 0.1% 3.4% Principal Investment - 0.2% -0.2% 0.1% HSC 11.1% 10.6% 0.5% 10.0% Trading of the foreign clients HSC market share 30.0% 28.5% 1.5% 27.0% The financial indicators in the business plan for 2015 of the Company as follow: Unit: VND mil ITEM Plan %change/ actual 2014 Q % Plan 2015 REVENUE 779, ,135-6% 129,082 17% Brokerage 416, ,432 39% 51,840 12% Margin and advances income 212, ,786-15% 53,733 25% Proprietary investment 65, ,425-66% 5,401 8% Interest income 52,395 67,241-22% 15,509 30% Corporate finance 25,707 12, % 1,723 7% Other revenues 6,800 8,889-23% % TOTAL OPERATING EXPENSE 363, ,692 4% 68,059 19% PROFIT BEFORE TAX 415, ,447-14% 61,023 15% 3

5 ITEM Plan %change/ actual 2014 Q % Plan 2015 Corporation income tax 91, ,295-13% 13,366 15% PROFIT AFTER TAX 324, ,152-14% 47,656 15% Return on average equity (ROAE) 13.7% 16.3% 8.1% Votes in favor accounted for 99,88% Article 4. The 2014 AGM approved the report on the Company s operations in 2014 of the Board of Supervision. Votes in favor accounted for 99,99% Article 5. The 2014 AGM approved the Financial Statements for the year 2014 including: - Report of the Board of Managers; - Independent Auditors Report; - Balance sheet as at December 31st, 2014; - Income Statement for the year ended Dec 31st, 2014; - Cash flow statement; - Statement of changes in equity; - Notes to the financial statements, In which: Some key items in the Financial Statements for the fiscal year 2014 of HSC as below: Unit: Vietnam dong No. Items Performance of Y2014 Performance of Y Total assets 3,859,367,024,129 3,127,781,068,922 2 Net revenue 831,135,291, ,759,577,700 3 Profit before tax 481,447,406, ,428,362,311 4 Profit after tax 376,152,047, ,174,310,748 Votes in favor accounted for 100% Article 6. The 2014 AGM approved the final cash dividend of 2014 as below: - Dividend pay-out rate: 16% of par value (equivalent to VND per share) - Payment method: In cash 4

6 - Implementation time: Expected record date: May 8 th, 2015 Expected payment date: May 27 th, Personal income tax (PIT): The AGM authorizes the BOD to deduct the PIT of the shareholders for the dividend income, and on behalf of the shareholders, HSC will pay their deducted PIT to the Tax authority in accordance with the law regulations. Votes in favor accounted for 99,99% Article 7. The 2014 AGM approved the dividend plan for 2015 of HSC as below: - Dividend pay-out rate: Based on the Company s actual business result at the dividend payment time, the AGM authorizes the BOD to decide the 2015 dividend rate of 12% of the par value (equivalent to VND1.200 per share) - Payment method: In cash - Implementation time: The AGM authorizes the BOD to choose the suitable date to pay the 2015 dividend. - Personal income tax (PIT): The AGM authorizes the BOD to deduct the PIT of the shareholders for the dividend income, and on behalf of the shareholders, HSC will pay their deducted PIT to the Tax authority in accordance with the law regulations. Votes in favor accounted for 99,99% Article 8. The 2014 AGM approved the 2014 profit distribution plan of HSC. The details as follow: Unit: VND PERFORMANCE Y2014 PERFORMANCE Y2013 No ITEMS % of profit after tax AMOUNT (VND) % of profit after tax AMOUNT (VND) I PROFIT BEFORE TAX 481,447,406, ,428,362,311 II PROFIT AFTER TAX 100% 376,152,047, % 282,174,310,748 III PROPOSED PROFIT AFTER TAX DISTRIBUTION 87.5% 329,304,279,596 90,5% 255,298,702,788 1 Appropriation to Equity Funds 15.5% 58,303,567,324 17,5% 49,380,604,381 Supplementary capital reserve 5.0% 18,807,602,362 5% 14,108,715,538 Compulsory reserve fund 5.0% 18,807,602,362 5% 14,108,715,538 2 Welfare and reward fund 5.5% 20,688,362,599 7,5% 21,163,173,306 5

7 PERFORMANCE Y2014 PERFORMANCE Y2013 No ITEMS % of profit after tax AMOUNT (VND) % of profit after tax AMOUNT (VND) Cash dividend payment 71.0% 267,239,191,800 72% 203,096,355,300 Interim devidend (5% of per value) 16.9% 63,628,379,000 17,9% 50,420,806,500 Proposed final devidend (16% of per value) 54.1% 203,610,812,800 54,1% 152,675,548,800 3 IV V VI Remuneration and budget for the Board of Directors and the Supervisory Board 1.0% 3,761,520,472 1% 2,821,743,107 RETAINED PROFIT (IV)=(II)-(III) 12.5% 46,847,767,653 9,5% 26,875,607,959 RETAINED PROFITS OF AT THE BEGINNING OF THE YEAR TOTAL RETAINED EARNINGS AT THE END OF THE YEAR (VI)=(IV)+(V) Votes in favor accounted for 99,99% Article 9. The Meeting approved the authorization to the BOD to appoint one of the Big 4 independent audit firms, approved by the State Securities Commission of Vietnam (SSC) of auditing issuing organization, listed and securities trading companies, to audit the Financial Statements for the year 2015 and review the quarterly Financial Statements of HSC in accordance with the law regulations. List of 4 audit firms: 1. Ernst & Young Vietnam Co., Ltd. 2. KPMG Vietnam Co., Ltd. 3. Price Waterhouse Coopers Vietnam Co., Ltd 4. Deloitte Vietnam Co., Ltd Votes in favor accounted for 99,99% Article 10. The 2014 AGM approved the resignation of a member of the BOD and the list of candidate(s) nominated for the member of the BOD for the term III ( ) - The resignation of a member of the BOD - Mr Hoang Dinh Thang takes effect from the closing of the FY2014 AGM on 16 th April, The list of candidate(s) nominated for the member of the BOD for the term III ( ) Full name: Le Thang Can Date of birth: February 10 th 1976 Nationality: Vietnam ID number: issued date April 18 th 2013 at HCM City 6

8 Permanent address: 60/21/6 4 Street, KP5, Truong Tho, Thu Duc District, HCM City Votes in favor accounted for 100% The 2014 AGM approved that Mr. Le Thang Can (ID number , issued date April 18 th, 2013, issued place HCM City) is elected as the member of the BOD for the term III ( ) (Attached the election minutes) Votes in favor accounted for 99,82% Article 11. This Resolution takes effect from the signing date, all shareholders of Ho Chi Minh City Securities Corporation, members of the BOD, members of the BOS and all the Company employees have responsible for the implementation of such Resolution. For and On behalf of the Board of Directors CHAIRMAN (signed and seal) To: - HSC Shareholders; - SSC; - HOSE; - BOD, BOS and BOM; - BOD Office for record, DO HUNG VIET 7

9 A representative of shareholders who monitors the vote-counting process Ms. Dương Thị Minh Châu 4. The Secretary Committee 1. Ms. Thân Thị Thu Dung 2. Ms. Nguyễn Thị Xuân Hoàng 3. Ms. Trần Ngọc Anh Đào 5. Members of Board of Directors (BOD), Board of Supervision (BOS), Board of Management (BOM), representatives of Managing Directors, Function Heads and employees of the Company. 6. Representative of Ernst & Young Vietnam Ltd.,: 1. Mr. Nguyễn Xuân Đại 2. Mr. Vũ Tiến Dũng III. PROCEDURES OF THE MEETING 1. Report on verification of the qualifications of shareholders attending the 2014 AGM Mr. Võ Văn Châu, Head of BOS, reported the verification of qualifications of shareholders attending the Meeting: Up to 14:00, Apr 16 th, 2015, the Company s charter capital registered according to the regulation was of VND1,272,567,580,000, equivalent to 127,256,758 shares; in which, the voting capital was of VND 1,272,295,810,000 equivalent to 127,229,581 shares (as eliminating 27,177 treasury shares hold by the Company). Therefore, the AGM would vote based on the capital of VND 1,272,295,810,000 equivalent to 127,229,581 shares. Total number of shareholders invited to attend the AGM were 3,623 shareholders, representing for shareholders holding 127,229,581 shares of the Company. Total number of participants who are shareholders or authorized to attend the Meeting was 245 shareholders, representing 99,262,075 shares of the Company, accounting for 78.02% of total number of shares of the Company; and total numbers of votes at the Meeting was 99,262,075 shares Pursuant to Section 1, Article 31 of the 9 th amendment of the Company Charter according to Decree No. 01/2013/NQ-ĐHĐCĐ dated Apr 26 th, 2013, as the number of shareholders attending the 2014 AGM were more than 65% of the number of voting shares of the Company, the 2014 AGM of HSC was legal and valid. (See the attached verification report of the BOS) 2. Approval of the regulations on organization and activities of the 2014 AGM: Ms. Vu Thi Dung, presented the regulations on organization and activities of the 2014 AGM. The Meeting voted and approved the regulations on organization and activities of the 2014 AGM with 99,262,075 votes in favour, accounting for 100%; 0 against, accounting for 0%; 0 abstention, account for 0%. 2

10 3. Approval of the persons of the Chair Pursuant to Section 4, Article 31 of the Company Charter, Mr. Đỗ Hùng Việt shall be the chairman of the Meeting. The Organizing committee of the Meeting nominated the other members of the Chair, including: - Mr. Lê Anh Minh - Mr. Nguyễn Thanh Liêm - Mr. Phạm Nghiêm Xuân Bắc - Mr. Johan Nyvene - Mr. Trịnh Hoài Giang - Mr. Lâm Hữu Hổ The Meeting voted and approved the members of the Chair with 99,262,075 votes in favor, accounting for 100%; 0 against, accounting for 0%; and 0 abstentions, accounting for 0%. 4. Approval of the persons of the Vote counting Committee and one representative of shareholders who monitors the vote-counting process The Organizing committee of the Meeting nominated the members of the Vote counting Committee, including: - Mr. Đoàn Chí Trung - Mr. Vũ Đoàn One representative of shareholders who monitors the vote-counting process: - Ms. Dương Thị Minh Châu The Meeting voted and approved the members of the Vote counting Committee and One representative of shareholders who monitors the vote-counting process with 99,262,075 votes in favor, accounting for 100%; 0 against, accounting for 0%; and 0 abstentions, accounting for 0%. 5. The Chair nominated the members of the Secretary Committee: - Ms. Thân Thị Thu Dung - Ms. Nguyễn Thị Xuân Hoàng - Ms. Trần Ngọc Anh Đào IV. THE CONTENTS OF THE MEETING 1. Approval of the Agenda of the Meeting Mr. Đỗ Hùng Việt, the Chairman, proposed the Meeting Agenda with the following contents: 1. Report on the activities of the BOD in Report on the Income Statement for the year 2014 of the BOM 3. Business plan for the year Report on the 2014 Company s operation of the BOS 5. Election of an additional member of the BOD for the term III ( ) 3

11 - The resignation of a member of the BOD and the list of candidate(s) for such available position for the term III ( ) - Regulation on election of an additional member of the BOD - Election 6. Proposals to approve: - The audited Financial Statements for the year The final cash dividend of The dividend plan for the year The 2014 profit distribution - The selection of an independent audit firm for auditing 2015 Financial Statements The Meeting voted and approved the Agenda with 99,262,075 votes in favor, accounting for 100%; 0 against, accounting for 0%, and 0 abstentions, accounting for 0%. 2. Report on the activities of the BOD in 2014 According to the 2014 AGM documents circulated to the shareholders, Mr. Đỗ Hùng Việt, the Chairman of the BOD, presented the main contents of the activities of the BOD in (See the attached document) 3. Report on the Income Statement for the year 2014 According to the 2014 AGM documents circulated to the shareholders. Mr. Johan Nyvene, the Chief Executive Officer, presented the main contents of the operations of the Company in (See the attached document) 4. Business plan for the year 2015 According to the 2014 AGM documents circulated to the shareholders. Mr. Johan Nyvene, the Chief Executive Officer (CEO), proposed the Company s business plan for the year (See the attached document) 5. Report on the 2014 Company s operation of the BOS Pursuant to Item d, Section 1, Article 51 of the Company Charter, Mr. Võ Văn Châu, Head of the BOS, reported on the review of HSC s Balance Sheet and Income Statement for the year 2014 and confirmed that these reports fairly and truly reflected the Company s financial situation in (See the attached document) 6. Election of an additional member of the Directors Board for the term III ( ) 6.1 According to the 2014 AGM documents circulated to the shareholders. Mr. Đỗ Hùng Việt, the Chairman of the BOD, proposed to approve the resignation of a member of the BOD and the list of candidate(s) for such available position for the term III ( ). The Meeting voted and approved the resignation and the list of candidates with 99,262,075 votes in favor, accounting for 100%; 0 against, accounting for 0%, and 0 abstentions, accounting for 0%. 4

12 6.2 Based on the list of candidate(s) nominating/ nominated for the member of the BOD for the term III ( ), Mr. Đoàn Chí Trung, Head of the Vote counting Committee, presented brieftly the curriculum vitae of the candidate Mr. Le Thang Can nominated by Hochiminh city Finance and Investment state-owned Company (HFIC). 6.3 Mr. Đoàn Chí Trung, Head of the Vote counting Committee, presented the regulation on election of an additional member of the BOD for the term III ( ) and proposed to approve the regulation on election. The Meeting voted and approved the regulation on election with 99,262,075 votes in favor, accounting for 100%; 0 against, accounting for 0%, and 0 abstentions, accounting for 0%. 6.4 The Meeting elected an additional member of the Directors Board for the term III ( ). 7. Proposals to approve 7.1 The audited Financial Statements for the year 2014 Mr. Lê Anh Minh, Vice Chairman of the BOD, proposed to approve the audited Financial Statements for 2014 (See the attached document) 7.2 The 2014 final cash dividend rate Mr. Lê Anh Minh, Vice Chairman of the BOD, proposed to approve the 2014 final cash dividend rate (See the attached document) 7.3 The dividend plan for 2015 Mr. Lê Anh Minh, Vice Chairman of the BOD, proposed to approve the dividend plan for 2015 (See the attached document) 7.4 The 2014 profit distribution Mr. Phạm Nghiêm Xuân Bắc, member of the BOD, proposed to approve the 2014 profit distribution plan (See the attached document) 7.5 Selection of the independent audit firm for 2015 Mr. Phạm Nghiêm Xuân Bắc, member of the BOD, proposed to approve the selection of the independent audit firm for 2015 (See the attached document) V. DISCUSSION AND VOTING OF THE MEETING 1. Discussion Apart from queries about reports and proposals answered by the Chair, the Meeting had also the others as below: Questions and answers (Q&A): Question 1: With the promulgation of Circular 36/2014/TT-NHNN dated Nov 20 th, 2014, prescribing limits and prudential ratios in operations of credit institutions and foreign bank branches and the draft of amendment, addition of Circular 210/2012/TT-BTC dated Nov 30 th, 2012 guiding the establishment and operation of securities firms, does HSC have a plan to increase its charter capital in 2015? 5

13 Answer: The possibility of raising HSC charter capital in 2015 is quite low as with the current capital for its business activities, HSC still has about VND1.200bil in cash. However, if the stock market is more active, HSC will consider increasing capital from the long term capital funding channels other than additional share issue channel. Question 2: HSC is one of the leading securities firms at Vietnam. But, at the moment, HSC s brokerage market share is lower than before. So, does HSC have any plan to get it back from its competitors? Answer: HSC runs its business under the motto sustainable and effective business. The recent loss of brokerage market share has been reviewed and identified the causes of such loss by the BOD. Thereby, HSC also launched some action plans to regain the market share but still follows our mottos and always places the professional ethic and safety standards on the top. Besides that, HSC always preserves our resources and bring the highest returns to its shareholders Question 3: The HSC business plan for 2015 is quite optimistic with the assumption that the average trading value is VND4.000bil/day; but in the fact HSC just completed 15% of the plan after Q1/2014. So, how many percentages is the probability of achieving the plan? Answer: Based on subjective and objective factors, optimistic and conservative factors, and data in the past and expectations of stock market in 2015, the BOM and BOD have built the business plan for Therefore, it is difficult to answer how much the probability of achieving the plan is. Question 4: In 2015 business plan, HSC expected that average trading volume per day is VND4.000bil but this figure in 2014 was VND3.000bil; so, why is the profit after tax in plan 2015 lower than Answer: The main revenues of HSC in business plan 2015 will be still brokerage fee and margin interest, accounting for 81% of total revenue in The decrease in planned revenue for 2015 is as a result of reducing revenue from bank interest and margin interest. Income from bank deposit interest decreases compared with 2014 as deposit interest rate is expected to be continuously fallen in Margin interest rate is expected at 12,5% per annum in 2015, lower than 15% in 2014 due to the decline in interest on the market and the intense competition of margin interest rate between securities firms. Besides that, revenue from bonds of Treasury function is also expected to have a significant decrease. Those are the reasons why HSC planned business result in 2015 lower than Question 5: Has the designation of risk parameter brought any benefits to HSC? 6

14 Answer: The good awareness of Enterprise management does not only bring the benefits to the Company but also has a positive influence to its profitability and operation effectiveness. Therefore, HSC made efforts to improve enterprise management, especially on ERM, implemented from the bottom to the top, from each employee to each member of the BOD and the BOS. Thereby, it helps to minimize identified risks and identify possible risks. 2. Voting Content 1: Report on the activities of the BOD in 2014 The Meeting had taken a vote on Report on the activities of the BOD in And the result was: 76,695,383 votes in favor, accounting for % 0 votes against, accounting for 0.00% 120 abstentions, accounting for 0.00% Content 2: Report on the Income Statement for the year 2014: The Income Statement for the year 2014 of Ho Chi Minh City Securities Corporation has some main indicators as below: INCOME STATEMENT (VND mil) ITEM FY2014 FY2013 % change Plan 2014 Unit: VND mil % actual/ plan 2014 Revenue 831, ,760 31% 744, % Brokerage 299, ,104 50% 310,246 97% Margin and advances income 248, ,821 60% 195, % Proprietary investment 194, ,919 27% 167, % Interest income 67,241 90,727-26% 36, % Corporate finance 12,362 16,399-25% 19,000 65% Other revenues 8,889 19,790-55% 16,500 54% Operating expenses 349, ,049 34% 306, % Other profit % - Profit before tax 481, ,428 28% 437, % Profit after tax 376, ,174 33% 341, % BALANCE SHEET AT THE YEAR END (VND mil) Total asset 3,859,367 3,127,781 23% 3,171, % Owners equity 2,358,231 2,247,348 5% 2,265, % 7

15 ITEM FY2014 FY2013 % change Plan 2014 % actual/ plan 2014 FINANCIAL INDICATORS Return on average assets (ROAA) 10.8% 8.9% 10.6% Return on average equity (ROAE) 16.3% 12.8% 15.4% EQUITY S VALUE Number of outstanding shares 127,229, ,249, ,249,720 Earnings per share EPS VND 2,956 2,241 32% 2, % Book value per share VND 18,535 17,661 5% 17, % Market price at balance sheet date VND 31,200 24,500 27% N/A N/A P/E (time) % N/A N/A Total Shareholders s return 32% 51% The Meeting had taken a vote on the 2014 Income Statement of the Company. And the result was: 76,695,383 votes in favor, accounting for % 0 votes against, accounting for 0.00% 120 abstentions, accounting for 0.00% Content 3: Business plan for 2015 The business plan for 2015 of HSC with the following assumptions: - The average trading value of the whole market will be VND4,000 bil/day, an increase of 33% as compared with 2014; - The promises to complete the equitisation of SOEs (435 SOEs) at the end of 2015, some of which may be listed soon on the stock exchanges, will make more supplies for the market; - The new derivative products such as Non voting depository receipt (NVDR), convered warrant of the basic stock market are expected to launch at the end of this year may significantly increase the liquidity of the stock market in 2015; - On the contrary, the effectiveness of the Circular No. 36/2014/TT-NHNN dated November 20th, 2014 of the State Bank of Vietnam prescribing limits and prudential ratio in operation of credit institutions and foreign bank branches may decrease the liquidity of the stock market as well as the credit extension limits of the credit institutions, 8

16 The target of HSC market share is about 11.1%. Brokerage market share Plan 2015 FY2014 % change/ FY2014 Q1/2015 Clients Individual Clients 8% 7.4% 0.6% 6.5% Institutional Clients 3.1% 3.0% 0.1% 3.4% Principal Investment - 0.2% -0.2% 0.1% HSC 11.1% 10.6% 0.5% 10.0% Trading of the foreign clients HSC market share 30.0% 28.5% 1.5% 27.0% The financial indicators in the business plan for 2015 of the Company as follow: Unit: VND mil ITEM Plan %change/ actual 2014 Q % Plan 2015 REVENUE 779, ,135-6% 129,082 17% Brokerage 416, ,432 39% 51,840 12% Margin and advances income 212, ,786-15% 53,733 25% Proprietary investment 65, ,425-66% 5,401 8% Interest income 52,395 67,241-22% 15,509 30% Corporate finance 25,707 12, % 1,723 7% Other revenues 6,800 8,889-23% % TOTAL OPERATING EXPENSE 363, ,692 4% 68,059 19% PROFIT BEFORE TAX 415, ,447-14% 61,023 15% Corporation income tax 91, ,295-13% 13,366 15% PROFIT AFTER TAX 324, ,152-14% 47,656 15% Return on average equity (ROAE) 13.7% 16.3% 8.1% The Meeting had taken a vote on the 2015 Business Plan. And the result was: 76,600,872 votes in favor, accounting for 99.88% 92,233 votes against, accounting for 0.12% 2,398 abstentions, accounting for 0.00% 9

17 Content 4: Report on the Company s operations in 2014 of the BOS The Meeting had taken a vote on the Company s operation in 2014 of the BOS. And the result was: 76,687,833 votes in favor, accounting for 99,99% 0 votes against, accounting for 0.00% 7,670 abstentions, accounting for 0.00% Content 5: Approval of the 2014 audited Financial Statements The Meeting voted and approved the 2014 Financial Statements including: - Report of the Board of Managers; - Independent Auditors Report; - Balance sheet as at December 31 st, 2014; - Income Statement for the year ended Dec 31 st, 2014; - Cash flow statement; - Statement of changes in equity; - Notes to the financial statements, In which: Some key items in the Financial Statements for the fiscal year 2014 of HSC as below: Unit: Vietnam dong No. Items Performance of Y2014 Performance of Y Total assets 3,859,367,024,129 3,127,781,068,922 2 Net revenue 831,135,291, ,759,577,700 3 Profit before tax 481,447,406, ,428,362,311 4 Profit after tax 376,152,047, ,174,310,748 The Meeting had taken a vote on the 2014 audited Financial Statements. And the result was: 76,695,383 votes in favor, accounting for % 0 votes against, accounting for 0.00% 120 abstentions, accounting for 0.00% Content 6: The 2014 final cash dividend of the Company Pursuant to Decree No. 01/20134/NQ-ĐHĐCĐ dated Apr 17 th, 2014, the AGM had approved the 2014 cash dividend rate of 12% (equivalent to VND1.200/ share). The Company paid the 2014 first cash dividend of 5% (equivalent to VND500/ share) and the record date for such payment was January 8 th, 2015 and the payment date was January 29 th, The 2014 AGM approved the final cash dividend of 2014 as below: - Dividend pay-out rate: 16% of par value (equivalent to VND per share) 10

18 - Payment method: In cash - Implementation time: Expected record date: May 8 th, 2015 Expected payment date: May 27 th, Personal income tax (PIT): The AGM authorizes the BOD to deduct the PIT of the shareholders for the dividend income, and on behalf of the shareholders, HSC will pay their deducted PIT to the Tax authority in accordance with the law regulations The Meeting had taken a vote on the 2014 final dividend rate. And the result was: 76,688,895 votes in favor, accounting for 99,99% 5,468 votes against, accounting for 0.01% 0 abstentions, accounting for 0.00% Content 7: The dividend plan for 2015 The 2015 dividend plan of the Company as follow: - Dividend rate: Based on the Company s actual business result at the dividend payment time, the AGM authorized the BOD to decide the 2015 dividend rate of 12% of the par value (equivalent to VND1.200 per share) - Payment method: In cash - Implementation time: The AGM authorized the BOD to choose the suitable date to pay the 2015 dividend. - Personal income tax (PIT): The AGM authorizes the BOD to deduct the PIT of the shareholders for the dividend income, and on behalf of the shareholders, HSC will pay their deducted PIT to the Tax authority in accordance with the law regulations. The Meeting had taken a vote on the 2015 dividend plan. And the result was: 76,687,844 votes in favor, accounting for 99,99% 1,061 votes against, accounting for 0.00% 5,598 abstentions, accounting for 0.01% Content 8: The profit distribution plan of 2014 The profit after tax of the Company in 2014 was VND 376,152,047,249 and expected to allocate as below Unit: VND PERFORMANCE Y2014 PERFORMANCE Y2013 No ITEMS % of profit after tax AMOUNT (VND) % of profit after tax AMOUNT (VND) I PROFIT BEFORE TAX 481,447,406, ,428,362,311 II PROFIT AFTER TAX 100% 376,152,047, % 282,174,310,748 11

19 PERFORMANCE Y2014 PERFORMANCE Y2013 No ITEMS % of profit after tax AMOUNT (VND) % of profit after tax AMOUNT (VND) III PROPOSED PROFIT AFTER TAX DISTRIBUTION 87.5% 329,304,279,596 90,5% 255,298,702,788 1 Appropriation to Equity Funds 15.5% 58,303,567,324 17,5% 49,380,604,381 Supplementary capital reserve 5.0% 18,807,602,362 5% 14,108,715,538 Compulsory reserve fund 5.0% 18,807,602,362 5% 14,108,715,538 Welfare and reward fund 5.5% 20,688,362,599 7,5% 21,163,173,306 2 Cash dividend payment 71.0% 267,239,191,800 72% 203,096,355,300 Interim devidend (5% of per value) 16.9% 63,628,379,000 17,9% 50,420,806,500 Proposed final devidend (16% of per value) 54.1% 203,610,812,800 54,1% 152,675,548,800 3 IV V VI Remuneration and budget for the Board of Directors and the Supervisory Board 1.0% 3,761,520,472 1% 2,821,743,107 RETAINED PROFIT (IV)=(II)-(III) 12.5% 46,847,767,653 9,5% 26,875,607,959 RETAINED PROFITS OF AT THE BEGINNING OF THE YEAR TOTAL RETAINED EARNINGS AT THE END OF THE YEAR (VI)=(IV)+(V) The Meeting had taken a vote on the profit distribution plan of And the result was: 76,686,823 votes in favor, accounting for 99,99% 0 votes against, accounting for 0.00% 7,680 abstentions, accounting for 0.00% Content 9: Selection of the audit firm for the year 2015 The Meeting voted and approved the authorization to the BOD to appoint one of the Big 4 independent audit firms, approved by the State Securities Commission of Vietnam (SSC) of auditing issuing organization, listed and securities trading companies, to audit the Financial Statements for the year 2015 and review the quarterly Financial Statements of HSC in accordance with the law regulations. List of 4 audit firms: 1. Ernst & Young Vietnam Co., Ltd. 2. KPMG Vietnam Co., Ltd 3. Price Waterhouse Coopers Vietnam Co., Ltd 4. Deloitte Vietnam Co., Ltd 12

20 The Meeting had taken a vote on the selection of an audit firm for And the result was: 76,691,230 votes in favor, accounting for 99,99% 1,071 votes against, accounting for 0.00% 2,202 abstentions, accounting for 0.00% Content 10: The resignation of a member of the BOD and the list of candidate(s) for such available position for the term III ( ) - The resignation of a member of the BOD - Mr Hoang Dinh Thang takes effect from the closing of the FY2014 AGM on 16 th April, (The resignation letter was sent to HSC on Mar 25 th, 2015) - The list of candidate(s) nominated for the BOD for the term III ( ) Full name: Le Thang Can Date of birth: February 10 th 1976 Nationality: Vietnam ID number: issued date April 18 th 2013 at HCM City Permanent address: 60/21/6 4 Street, KP5, Truong Tho, Thu Duc District, HCM City The Meeting had taken a vote on the resignation of the member of the BOD and the list of candidate(s) nominated to the BOD for the term III ( ). And the result was: 76,694,353 votes in favor, accounting for % 0 votes against, accounting for 0.00% 150 abstentions, accounting for 0.00% The election result of an additional member of the BOD for the term III ( ) The 2014 AGM approved that Mr. Lê Thắng Cần ( ID number , issued date April 18 th, 2013, issued place HCM City) is elected as the member of the BOD for the term III ( ) (Attached the election minutes) VI. APPROVAL OF THE MINUTE AND RESOLUTION OF THE 2014 AGM 1. Approval of the contents of the 2014 AGM minute Ms. Thân Thị Thu Dung, Representative of the Secretary Committee, presented the 2014 AGM minute. The Meeting had taken a vote on the 2014 AGM minute. And the result was: 76,695,383 votes in favor, accounting for % 0 votes against, accounting for 0.00% 0 abstentions, accounting for 0.00% 2. Approval of the contents of the 2014 AGM resolution Mr. Lê Anh Minh, Vice Chairman of the BOD, presented the 2014 AGM resolution. The Meeting had taken a vote on the 2014 AGM resolution. And the result was: 13

21 76,695,383 votes in favor, accounting for % 0 votes against, accounting for 0.00% 0 abstentions, accounting for 0.00% 3. The closing of the 2014 AGM Mr. Đỗ Hùng Việt, the Chairman, declared that the 2014 AGM was closed. The 2014 AGM ended at 17:40 on the same day. THE CHAIR MEMBER CHAIRMAN MEMBER (signed) (signed) (signed) LÊ ANH MINH ĐỖ HÙNG VIỆT NGUYỄN THANH LIÊM MEMBER MEMBER MEMBER (signed) (signed) (signed) PHẠM NGHIÊM XUÂN BẮC JOHAN NYVENE TRỊNH HOÀI GIANG MEMBER (signed) LÂM HỮU HỔ THE SECRECTARY COMMITTEE (signed) (signed) (signed) NGUYỄN T XUÂN HOÀNG THÂN THỊ THU DUNG TRẦN NGỌC ANH ĐÀO 14