Resolution 01

Resolution 01 tài liệu, giáo án, bài giảng , luận văn, luận án, đồ án, bài tập lớn về tất cả các lĩnh vực kinh tế, kinh...

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CONG HOA XA HOI CHỦ NGHĨA VIỆT NAM Độc lập - Tự do - Hạnh phúc Mec^ Hanoi dated 26th May 2017 RESOLUTION 2017 ANNUAL GENERAL SHAREHOLDERS’ MEETING OF BAOVIET HOLDINGS In pursuant to:

'- The Enterprises Law No 68/2014/QH13 dated 26th November 2014;

- The Meeting minutes of the 2017 Annual General Shareholders’ Meeting of Baoviet Holdings dated 26th May 2017;

- The Meeting minutes of 2017 Annual general shareholders’ Meeting (AMG) of Baoviet Holdings (BVH) dated 26th May 2017;

HEREBY TO RESOLVE:

Article 1 Approved of the CEO’s report on the 2016 Business performance and the implemented results of key tasks in 2016 of Baoviet Holdings

The voted results:

- Agreed: 642,198,522 shares, account for 99.59 % of shares entitled to participate in AGM - Disagreed: 0 shares,account for 0% of shares entitled to participate in AGM

- No comment: 2,628,490 shares,account for 0.41 % of shares entitled to participate in AGM

Article 2 Approved of the 2017 Business plan of the Parent Company i.e Baoviet-Holdings with the key financial indicators as follows:

- Total revenue: 1,533 billion Dong

- PAT 1,025 billion Dong

- ROCC (over 6,804.7 billion Dong): 15.1% The voted results:

- Agreed: 642,198,522 shares, account for 99.59 % of shares entitled to participate in AGM

- Disagreed: 0 shares,account for 0% of shares entitled to participate in AGM

- No comment: 2,628,490 shares,account for 0.41 % of shares entitled to participate in AGM

Article 3 Approve of the Consolidated Audited financial reports of Baoviet Holdings for the fiscal year 2016

The voted results:

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Article 4 Approve of the Seperated Audited Financial reports of Baoviet Holdings (BVH) for the fiscal year 2016

The voted results:

- Agreed: 642,198,522 shares, account for 99.59 % of shares entitled to participate in AGM

- Disagreed: 0 shares,account for 0% of shares entitled to participate in AGM

- No comment: 2,628,490 shares,account for 0.41 % of shares entitled to participate in AGM

Article 5 Approved of the Report on the 2016 operating results and the 2017 operating plan of the Board of Directors (BOD) of BVH

The voted results:

- Agreed: 642,198,522 shares, account for 99.59 % of shares entitled to participate in AGM - Disagreed: 0 shares,account for 0% of shares entitled to participate in AGM - No comment: 2,628,490 shares,account for 0.41% of shares entitled to participate in AGM

Article 6 Approved of the Report on the operation of the Supervisory Board (SB) regarding: The operating results of SB between the 2 terms of 2016 AGM and 201 AGM, operation plan of SB betwen the 2 terms of 2017 AGM and 2018 AGM; Results on the inspection of business performance of BVH and the inspection results on corporate governance, management of BVH by the BOD, CEO; Inspection results of 2016 financial reports (from 01/01/2016 to 31/12/2016) of BVH; Report on the self-assessment of the operating results of SB and each Supervisory members

The voted results:

- Agreed: 642,198,522 shares, account for 99.59 % of shares entitled to participate in AGM - Disagreed: 0 shares,account for 0% of shares entitled to participate in AGM

- No comment: 2,628,490 shares,account for 0.41 % of shares entitled to participate in AGM

Article 7 Approved of the settlement of the actual remuneration for the BOD’s members and Supervisory members in the fiscal year 2016, specifically as follows: - Remuneration for BOD’s members is 1,532.47 million Dong, equivalent to 0.15% PAT; - Remuneration for the SB’s members is 247.20 million Dong, equivalent to 0.02% PAT

The voted results:

- Agreed: 630,930,651 shares, account for 97.84 % of shares entitled to participate in AGM - Disagreed: 5,910,059 shares,account for 0.92% of shares entitled to participate in AGM

- No comment: 7,986,302 shares,account for 1.24% of shares entitled to participate in AGM

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Article 8 Approved of the remuneration for the BOD and SB in the fiscal year 2017 as follows:

- The planned remuneration for the BOD and SB of Baoviet Holdings is determined based upon the quantity of the non-executive BOD’s members and SB

members, the duration of working time and the remuneration of the BOD’s

members and SB’s members, specifically as follows:

+ Remuneration for BOD’s members: 20 million Dong/person/month + Remuneration for SB’s members: 10 million Dong/person/month - The settlement of remuneration in 2017 shall be determined upon the actual number of non-executive BOD’s members and SB members in 2017 and the

remuneration upon the principles, amount of remuneration shall not exceed 20% of the average actual salary of the executive managers, aligning with the regulations as stipulated by the current law

The voted results:

- Agreed: 630,930,651 shares, account for 97.84 % of shares entitled to participate in AGM - Disagreed: 5,910,059 shares,account for 0.92% of shares entitled to participate in AGM

- No comment: 7,986,302 shares,account for 1.24% of shares entitled to participate in AGM

Article 9 Approved of the Solutions on the usage of Profits after taxes in the fiscal year 2016:

The profits after taxes in the fiscal year 2016 of Baoviet Holdngs have been audited and equal to 1.021.769.136.052 Vietnam Dong, have been used as follows:

- Dividend payouts of 10% over share prices (calculated upon the charter capital of 6.804.714.340.000 Vietnam Dong), equivalent to 66,60% profits after taxes;

- Provision on the investment and development fund: 153,265,370,408

Vietnam Dong, equivalent to 15% profits after taxes;

- Provision on the social welfare fund: 10,217,391,361 Vietnam Dong,

equivalent to 1% profits after taxes;

- Provision on bonus, social benefits for employees fund: 51,088,456,803 Vietnam Dong, equivalent to 5% profits after taxes

- Provision on the remuneration of the BOD: 1,532,572,549 Vietnam Dong,

equivalent to 0.15% profits after taxes;

- Provision on the remuneration of the Supervisory Board: 247,198,888 Vietnam Dong, equivalent to 0.02% profits after taxes;

- Provision on the bonus of the BOD and Supervisory Board: 3,065,307,408

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The voted results:

- Agreed: 642,198,522 shares, account for 99.59 % of shares entitled to participate in AGM - Disagreed: 0 shares,account for 0% of shares entitled to participate in AGM

- No comment: 2,628,490 shares,account for 0.41 % of shares entitled to participate in AGM

Article10 The usage plan on profits after taxes in the fiscal year 2017: The profits after taxes in the fiscal year 2017 is projected to be: 1.025 billion Dong, the rate of profits after taxes/ charter capital (i.e 6,804.7 billion Dong) is

15.1%,

Estimated plan on using profits after taxes is as follows:

- Estimated dividend payouts in 2017 is 12% over share prices (calculated upon the charter capital of 6,804.7 billion Dong);

- Provision on investment development fund: Max 15% profits after taxes;

- Provision on the social welfare fund: Max 1% profits after taxes;

- Remuneration for non-executive BOD’s members: 20 million Dong/person/month; - Remuneration for non-executive SB members: 10 million Dong/person/month; - Remuneration fund for employees: Max 03 months of actual average salary of employees;

- Remuneration fund for managerial positions: Max 1.5 months of the actual average salary of executive managers

- The voted results:

- Agreed: 642.198.522 shares, account for 99.59% of shares entitled to participate in AGM - Disagreed: 0 shares,account for 0% of shares entitled to participate in AGM - No comment: 2.628.490 shares,account for 0.41 % of shares entitled to participate in AGM

Article 11 Approved of the purchase of the Directors & Officers Liability Insurance (D&O) contracts according to the Submission of the BOD Assign to the BOD of Baoviet Holdings to direct the implementation of all procedures on the purchase of D&O contracts for the managers of Baoviet Holdings as well as solving all the arising related issues throughout the implementation process, in order to ensure the compliance of all regulations stipulated by Baoviet Holdings and the current law

The voted results:

- Agreed: 630,930,651 shares, account for 97.84 % of shares entitled to participate in AGM

- Disagreed: 5,910,059 shares,account for 0.92% of shares entitled to participate in AGM - No comment: 7,986,302 shares,account for 1.24% of shares entitled to participate in AGM

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The voted results after the elimination of votes from shareholders with related benefits are as follows:

- Agreed: 630.879.157 shares, account for 97.84 % of shares entitled to participate in AGM - Disagreed: 5.956.659 shares,account for 0.92 % of shares entitled to participate in AGM -Nocomment: 7.986.302 shares,account for 1.24% of shares entitled to participate in AGM

Article 12 Approved of the selection of the independent auditing agency for

auditing financial reports in the fiscal years of 2018, 2019, 2020 of BVH

according to the Submission of the SB The voted results:

- Agreed: 642.198.522 shares, account for 99.59% of shares entitled to participate in AGM - Disagreed: 0 shares,account for 0% of shares entitled to participate in AGM - No comment: 2.628.490 shares,account for 0.41% of shares entitled to participate in AGM

Article 13 Approved the change of number of BOD’s members for the remaining time of term 2012-2017 from 09 (nine) to 11 (eleven) members

The voted results:

- Agreed: 629,392,401 shares, account for 97.61% of shares entitled to participate in AGM - Disagreed: 5,956,659 shares,account for 0.92 % of shares entitled to participate in AGM - No comment: 9,477,952 shares,account for 1.47 % of shares entitled to participate in AGM

Article 14 Approved the supplementary voting for 02 members of Board of

Directors for the remaining time of term 2012 — 2017

- Agreed: 629,392,401 shares, account for 97.61% of shares entitled to participate in AGM

- Disagreed: 5,956,659 shares,account for 0.92 % of shares entitled to participate in AGM

- No comment: 9,477,952 shares,account for 1.47% of shares entitled to participate in AGM

Article 15 Approved the supplementary voting results for 02 members of Board of Directors for the remaining time of term 2012 — 2017

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Article 16 This resolution shall be valid from the singing date The Board of Directors, Supervisory Board and CEO of Baoviet Holdings shall be responsible for implementing this Resolution./

ON BEHALF OF THE GENERAL SHAREHOLDERS’ MEETING

Achieves: CHAIRMAN

- All shareholders of Baoviet Holdings;

- Members of the BOD, SB;

CEO of Baoviet Holdings; (Signed and sealed)

Information Discloser, Spokerperson of Baoviet Holdings;

For filing: Admin, Corporate Secretary Div.,