CỘNG HÒA XÃ HỘI CHỦ NGHĨA VIỆT NAM Độc lập - Tự do - Hạnh phúc Hanoi, dated 16th May 2017 SUBMISSION
Regarding the approval of the regulation on the organisation of the 2017 Annual General Shareholders’ Meeting of Baoviet Holdings
Respectfully submit to: The 2017 Annual General Shareholders’ Meeting of Baoviet Holdings
In order to proceed to the 2017 Annual General Shareholders’ Meeting, the Board of Directors of Baoviet Holdings would like to respectfully submit to the 2017 Annual General Shareholders’ Meeting of Baoviet Holdings for the approval regarding the regulation on the organisation of the 2017 Annual General Shareholders’ Meeting of Baoviet Holdings
The Draft Regulation is attached to this Submission
The Board of Directors would like to respectfully submit to the General Shareholders’ Meeting for approval Respectfully submit / ON BEHALF OF THE BOD CHAIRMAN Achieves: - As above; - BOD, SB;
- For filing: Admin, Corporate Secretary Div
Signed and sealed)
Dao Dinh Thi
8 Lê Thái Tổ, Hoàn Kiếm, Hà Nội | Tel (+84 4) 3928 9999 | Fax (+84 4) 3928 9609 | Email service @baoviet.com.vn
Trang 2¬ Regulations on
; nual General Meeting of Shareholders of BaoViet Holdings ched with the Submission No 73 7/TTr-HDOT
CHAPTER I
GENERAL REGULATIONS
Article 1 Scope of application
This Regulation on organizing the General Meeting of Shareholders (“AGM”) is applied to the organization of 2017 Annual General Meeting of Shareholders of Baoviet Holdings (“AGM”)
Article 2 This regulation specifies roles and responsibilities of participants, conditions and a way to organize the AGM
Article 3 Shareholders and participants are responsible for implementing this Regulation
CHAPTER II
ROLES AND RESPONSIBILITIES OF PARTICIPANTS Article 4 Roles and responsibilities of AGM participants
1 Conditions to participate in the AGM
All shareholders who own BVH shares as per the shareholders list finalized on 30" March 2017 or legally authorized people
2 Roles and responsibilities of shareholders who are entitled to participate the AGM a Shareholders or authorized people attending the AGM should bring the following documents: - Invitation - ID card or passport
- Authorization letter (in case they are authorized to attend the meeting*) (*If the shareholders are individuals, the written authorization must be signed by the
shareholders and attached with the legal notarization of the Identity Card or Passport of the authorised shareholders, if the shareholder is an organization, the authorization document must be stamped and signed by the legal representative of the organization.)
Trang 3After presenting the above documents to the Shareholders’ eligibility inspecting division, Shareholders or the authorized people attending the AGM will receive a voting card (note shareholder’s code and number of votable shares) The
value of the voting card is equivalent to the ratio of the number of shares the
Shareholders own or represent as registered to attend the AGM per total votable shares of the attending shareholders
b Shareholders are able to authorize in writing to the authorized people to attend the meeting and on behalf of them vote at the AGM The authorized people are not allowed to reauthorize to other people to attend the AGM
c Shareholders, representatives attending the AGM after listening to the reports on contents to be approved will discuss and approve by voting
d If Shareholders would like to contribute ideas, they need to note discussed issues on the question tags and give them to the Secretary Board The discussed issues which have been mentioned should be short, concentrated on contents of AGM The issues which have been discussed previously should not be reiterated to avoid overlaps
e Shareholders or the authorized people attending the AGM are eligible to vote on all issues under authorization of the AGM in accordance with the BVH
Charter
f During the AGM, shareholders are to obey the Chairing Board, display polite behavior and not disrupt proceedings in a disorderly manner
g Shareholders or the authorized people attend the meeting after the opening section, after completing the registration procedures, they can attend and participate in voting on the rest of votable issues as per the approved meeting agenda In this case, the effect of the completed voting is not affected
Article 5 Roles and responsibilities of the Chairman and Chairing Board 1 BOD’s Chairman is the Chairman of the Chairing Board
2 Responsibilities of the Chairing Board:
a Manage all the actives of AGM according to the agenda approved by the AGM Undertake the necessary actions to make AGM happened in order, reflexing the expectations of the majority of attending shareholders
b Lead the shareholders and the meeting in discussion
c Present the draft and necessary contents for shareholders approval d Answer questions from shareholders
Article 6 Roles and responsibilities of Shareholders’ eligibility Inspecting 2
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Trang 4Division
The Shareholders’ eligibility Inspecting Division is decided by BOD The Shareholders’ eligibility Inspecting Division checks the validity against the shareholder list finalized on March 30" 2017; delivers the documents and voting cards; reports to the AGM on the result of the inspection of the shareholder’s eligibility before the AGM is officially conducted
Article 7 Roles and responsibilities of the Secretary Board of the AGM 1 The Chairman introduces the Secretary Board of the AGM and organizes to collect the opinions on approval at the AGM
2 The Secretary Board implements supporting jobs as delegated by the Chairman, including:
a Note fully and honestly the contents of the AGM
b Declares the draft minutes and Resolution of the AGM and announcement of
the Chairing Board to the shareholders when requested c Receive the question tags from the shareholders
Article 8 Roles and responsibilities of the Vote Counting Council
1 The Chairman introduces the Vote Counting Council and organizes to collect the opinions on approval at the AGM
2 The Vote Counting Council is responsible for:
a Supervise the voting of the shareholders or the authorized people attend AGM b Calculate the number of shares voted for each content and informing the result to the Chairman and Secretary Board
CHAPTER UI
CONDUCTING THE MEETING
Article 9 Conditions to conduct the meeting
The General shareholders’ meeting shall be commenced if the number of attending shareholders representing at least 65% of the total voting shares as listed in the Shareholder List of Baoviet Holdings finalized on March 30" 2017
Article 10 Discipline of the Meeting
1 All the shareholders attending the meeting must be formally dressed
Trang 5Meeting Organizer in the meeting room and must strictly obey the arrangement of the Meeting Organizer
3 Smoking is not permitted in the meeting room
4 Shareholders are not permitted to have private conversations or use mobile phones during the meeting Mobile phones must be switched off or set to silent mode
Article 11 Voting methods to approve discussed matters in the AGM
1 All contents of the meeting must be approved by seeking opinions of attending shareholders through the use of a VOTING CARD with the representative number of shares Each attending shareholder shall be provided with one VOTING CARD, with Shareholder code, number of voting shares (owned and/or authorized), and stamp of Baoviet Holdings
2 Shareholders vote to approve one matter by raising the VOTING CARD up for Agreement, Disagreement, or No Idea When raising up, the front of VOTING CARD with the number of shares owned and/or authorized must be raised towards the Chairman of the Meeting
Article 12 Approval of AGM Resolution
1 Decisions of the AGM relating to the amendment, supplement of the Charter, the increase or decrease to the charter capital, type and the number of shares offered, merger, reorganization and dissolution of the company, decisions on investing or selling of assets of BVH or its subsidiaries valued from 35% of total assets of BVH and its subsidiaries under the most recent audited financial statements will only be approved when there is at least 85% of voting rights of shareholders attending the meeting approved
Trang 6confirmation of the number of shares with voting rights for the approval of the Resolutions of the AGM on the Solutions to the ESOP program
Regarding the approval of the Resolutions of the AGM on the purchase D&O contracts for the managerial staff of Baoviet Holdings, shareholders as the managerial staff eligible for the Directors & Officers Liability Insurance shall be eliminated from voting upon the confirmation of the number of shares with voting rights for the approval of the Resolutions of the AGM on such matter
2 The AGM’s decisions on other issues in the contents of the AGM shall be approved when there is at least 65% of voting shares of shareholders attending the meeting approved
CHAPTER IV CLOSING MEETING
Article 13 Meeting Minutes and Resolution of the AGM
1 The Meeting Minutes and Resolution of AGM must be finished and approved before the end of the Meeting
2 The Meeting Minutes and Resolution of AGM must be filed at Baoviet Holdings
Article 14 Effect of Execution
This Regulation includes 04 Chapters, 14 Articles, to be read aloud to the AGM, and shall take effect right after the approval of the AGM by voting
ON BEHALF OF THE AGM CHAIRMAN
(Signed and sealed)
Dao Dinh Thi
Trang 7Hanoi dated May 2017 No.: /TB-TDBV MEETING INVTATION 2017 Annual General Shareholders’ Meeting of Baoviet Holdings Respectfully send to the shareholder Address Shareholder Code
The Board of Directors of Baoviet Holdings would like to respectfully announce and invite honoured shareholder to participate in the 2017 Annual General Shareholders’ Meeting of Baoviet Holdings, specifically as follows:
1 Commencing time: 08.00AM, Friday 26th May 2017
2 Location: Melia Hanoi, No 44B Ly Thuong Kiet, Hoan Kiem, Hanoi 3 Contents: Please refer to the Attentive contents and meeting agenda in the attachment files
4 Conditions for participation: All shareholders of Baoviet Holdings according to the list of shareholders confirmed on 30th March 2017 or the authorised individual(s) for eligible participation
5 Confirmation of participation: For the best organisation of the AGM, honoured shareholders please kindly follow the procedure for confirmation of participation directly or under authorisation for other individual(s) to participate in the AGM (Please refer to the form of confirmation/ authorisation in the attachment files) and send to Baoviet Holdings via postal mail or fax to Baoviet Holdings prior
to 5.00PM on 23rd May 2017
Trang 8(* If the shareholder is an individual, the letter of authorisation must be signed by that shareholder and a legal copy of the ID card or passport of the authoriser must be attached with the letter; If the shareholder represents an organisation, the letter of authorisation must be stamped and signed by the legal representative of that organisation)
7 The meeting materials related to the AGM, forms’ of
confirmation/authorisation shall be uploaded onto the website of Baoviet Holdings via the address: www baoviet.com.vn
During the AGM, all the expenses on transportation, accommodation and food shall be organised by the shareholders
8 For further information, please kindly contact us via: The Marketing Division — Baoviet Holdings
No 08 Le Thai To, Hoan Kiem, Hanoi Tel: 04.3928 9999 Fax: 04.3928 9609 Website: www baoviet.com.vn Email: congbothongtin@baoviet.com.vn We look forward to your participation at the AGM Best regards, ON BEHALF OF THE BOARD OF DIRECTORS CHAIRMAN Achieves: ;
-As above; (Signed and sealed)
-For filing: Admin, Corporate Secretary Div
Trang 9No.: 735 /TB-TDBV Hanoi, dated 16th May 2017
MEETING INVITATION
2017 Annual General Shareholders’ Meeting of Baoviet Holdings
Dear Honored Shareholders of Baoviet Holdings,
The Board of Directors of Baoviet Holdings would like to respectfully announce and invite honoured shareholder to participate in the 2017 Annual General Shareholders’ Meeting of Baoviet Holdings, specifically as follows:
Commencing time: 01.00PM, Friday 26th May 2017
2 Location: Melia Hanoi, No 44B Ly Thuong Kiet, Hoan Kiem, Hanoi ~ 3 Contents: Please refer to the Attentive contents and meeting agenda in the attachment files
4 Conditions for participation: All shareholders of Baoviet Holdings according to the list of shareholders confirmed on 30th March 2017 or the authorised individual(s) for eligible participation
5 Confirmation of participation: For the best organisation of the AGM, honoured shareholders please kindly follow the procedure for confirmation of participation directly or under authorisation for other individual(s) to participate in the AGM (Please refer to the form of confirmation/ authorisation in the attachment files) and send to Baoviet Holdings via postal mail or fax to Baoviet Holdings prior
to 5.00PM on 23rd May 2017
6 Shareholders or the authorised individual(s) particpating in the AGM must provide the documents as follows:
- Meeting invitation; - ID card or passport;
- The letter of authorisation (in case of the authorisation to participate in the AGM);
(* If the shareholder is an individual, the letter of authorisation must be signed by that shareholder and a legal copy of the ID card or passport of the
authoriser must be attached with the letter; If the shareholder represents an
organisation, the letter of authorisation must be stamped and signed by the legal representative of that organisation)
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Trang 107 The meeting materials related to the AGM, forms of confirmation/authorisation shall be uploaded onto the website of Baoviet Holdings via the address: www baoviet.com.vn
During the AGM, all the expenses on transportation and staying shall be organised by the shareholders
8 For further information, please kindly contact us via:
The Brand & Communications Division — Baoviet Holdings No 08 Le Thai To, Hoan Kiem, Hanoi
Tel: 04.3928 9999 Fax: 04.3928 9609 Website: www.baoviet.com.vn
Email: congbothongtin@baoviet.com.vn
This announcement shall act as the meeting invitation in case the shareholder does not receive the formal invitation All expenses on_ transportation, accommodation and food shall be paid by the shareholders Respectfully announce./ ON BEHALF OF THE BOARD OF DIRECTORS CHAIRMAN Achieves: - As above;
-For filing: Adin, Corporate
Secretary Div., Marketing
Div
(Signed and sealed)