No 1208 Proposal on Charter amendment

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PROPOSAL Re: The approval of the revised BaoViet Holdings’ Charter

(The 7 th Amendment Charter)

To: The 2016 Annual General Meeting of Shareholders of BaoViet Holdings

On 17th April 2015, the 2015 Annual General Meeting of Shareholders (“AGM”) of BaoViet Holdings (“BVH”) issued the Resolution No.02/2015/NQ-ĐHĐCĐ-TĐBV, under which the AGM approved the contents of amendments and additions to the Charter of BVH and authorized the Board of Directors (BOD) to review, amend and promulgate the Charter of BVH within the scope of contents of the Charter had been passed by the AGM in 2015

Pursuant to the implementation of the Resolutions of the AGM in 2015, the BOD issued Decision No 108/2016/QĐ-HĐQT dated 15th January 2016 regarding the approval of the 6th Supplement of the revised Charter of BVH; based on the updated contents of the Enterprise Law in 2014 and the Decrees of the Government guiding the implementation of the Law on Enterprises in 2014 and the authorization of the AGM in 2015

Nonetheless, the 6th Revision of the Charter of BVH only addressed the contents proposed and approved by the AGM in 2015, other contents complying with the Law on Enterprises in 2014 that can create better conditions for governance and the operation of BVH have not been revised (because the AGM

in 2015 had not approved or authorized to the BOD)

Therefore, in order to align with the practical operation as well as supporting the implementation of the best business performance, BVH respectfully submit to the AGM for the approval of the revised, supplemented Charter of BVH as follows:

I PRINCIPLES OF AMENDMENT AND SUPPLEMENT OF THE CHARTER

The amendment and supplement of the Charter is conducted ensuring the following rules and principles:

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1 The amendments and supplements shall comply with the International practices of corporate governance and references with the other charter of large, published and listed Enterprises in the Vietnam market

2 Providing new contents to comply with the Law on Enterprises in 2014 and the scope and area of the business of BVH which had not been approved at The AGM in 2015 or had not yet authorized the BOD to update

3 The contents of the revision and supplements of the Charter must comply with the provisions of the existing law, especially the Law on Enterprises in

2014 and the guiding documents

II REVISED AND SUPPLEMENTED CONTENTS

According to the rules and principles above, the BOD would like to propose the revised and supplemented contents of the Charter, as follows:

1 The revision and supplement shall comply with the International practices of corporate governance and references with the other charter of large enterprises in the market:

- Modification of the Charter’s layout: Delimitate clearly the Chapters, Sections, Articles, and Clauses to align with the layout of Chapters, Sections under the International rules and comply with the provisions of the Law on Enterprises in 2014

- Supplement on the new provisions comply with the International practices of corporate governance as the basis for BVH's activities, in particular the new provisions set out in Section 2 below

The revised charter in the new layout is based on the trend of reference provisions for large, published and listed companies in Vietnamese market

2 Adding contents comply with the Law on Enterprises in 2014 and BVH’ business which had not been approved at the AGM in 2015/had not yet been authorized the BOD for update:

- Supplement on the rights and responsibilities of BVH

- Supplement on the regulations that clearly distinguish the type of shareholders and shares of BVH

- Supplement on the contents related to raising capital of BaoViet Holdings such as issuing preferred shares, corporate bond, the price of share’s issuing, transfer of shares; redemption of shares upon request of shareholders; redemption of shares upon request of BVH, terms of payment and disposal of redeemed shares, etc

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- Supplement on responsibilities of the Supervisory Board of BVH, requirements of inspectors at BVH

- Modification of the ratio on approval of AGM Resolutions from 75% to 65%

- Modification of ratio to nominate a BOD Member

- Modification of the condition where the BOD shall convene an Extraordinary AGM

- Other appropriate revision complies with the style, wording of the Law

on Enterprises in 2014; amends the Terms of Reference in compliance with the Terms of Reference in the Law on Enterprises 2014 and other relevant laws

3 The proposal

In order to govern and manage the business activities and operations of BVH under the best trends in International Practices for corporate governance, as well as the compliance with the Law on Enterprises 2014 and guiding documents, the BOD of BVH would like to propose to the AGM in 2016 to approve the 7th proposed revision and supplements of the Charter of BVH (The 7th Amendment Charter)

(The table of contents summarizing the proposal for revision and supplements of BVH’s Charter and the full draft of the Charter of BVH are attached in this Proposal)

The BOD respectfully submit to the AGM in 2016 for approval./

Achieves:

- As above;

- BOD, SB;

- For filing: Admin, Secretary Dept.

ON BEHALF OF BOARD OF DIRECTORS

CHAIRMAN

Dao Dinh Thi