Decision No. 1122/2001/QD-NHNN Issuing Regulations on Shareholders, Shares, Stocks, and Registered Capital of State-owned Joint Stock Commercial Banks and People's Joint Stock Commercial Banks

Pursuant to …;

Issuing Provisions on Shareholders, Shares, Share Certificates, and Registered Capital

of State-owned and People's Joint Stock Commercial Banks

______________________

 

Pursuant to the Law on Government Organization dated December 25, 2001;

Based on the Enterprise Law No. 13/1999/QH10 dated June 12, 1999;

Pursuant to Decree No. 15/CP dated March 2, 1993 of the Government on the tasks, powers, and responsibilities for state management of ministries and ministerial-level agencies;

BASED ON THE GOVERNMENT DECREE NO. 49/2000/NĐ-CP DATED SEPTEMBER 12, 2000 ON THE ORGANIZATION AND OPERATIONS OF COMMERCIAL BANKS;

1. Clause 1 of Article 13 is amended as follows:

 

DECISION:

Article 1. These provisions are promulgated along with this Decision as "Provisions on Shareholders, Shares, Share Certificates, and Registered Capital of State-owned and People's Joint Stock Commercial Banks".

Article 2. This Decision shall take effect fifteen days from the date of signature and replace the relevant provisions concerning Joint Stock Commercial Banks in the "Regulations on Shareholders, Shares, Share Certificates, and Registered Capital of Joint Stock Credit Organizations" issued pursuant to Decision No. 275/QĐ-NH5 dated November 7, 1994 by the Governor of the State Bank.

Article 3. The Heads of the State Bank Office, Department of Commercial Banks and Non-Bank Financial Institutions, Inspector General of the State Bank, Heads of units under the Central State Bank that are related, Branch Governors of the State Bank in provinces and centrally-administered cities, Chairmen, members of the Board of Directors, Supervisory Board, and General Managers (Directors) of State-owned and People's Joint Stock Commercial Banks are responsible for implementing this Decision./.

PROVISIONS ON SHAREHOLDERS, SHARES, SHARE CERTIFICATES AND

REGISTERED CAPITAL OF JOINT STOCK COMMERCIAL BANKS

OWNED BY THE STATE AND PEOPLE

(Issued pursuant to Decision No. 1122/2001/QĐ-NHNN dated September 4, 2001

of the Governor of the State Bank)

PART I

GENERAL PROVISIONS

Article 1. These provisions apply to State-owned and People's Joint Stock Commercial Banks (referred to as Joint Stock Commercial Banks) permitted to operate in Vietnam according to the Law on Credit Organizations.

Article 2. In these regulations, the following terms are understood as follows:

1. Statutory Capital is the minimum capital required by law to establish a Joint Stock Commercial Bank.

2. Charter Capital is the total capital contributed by all shareholders and recorded in the charter of the Joint Stock Commercial Bank.

3. Share is the registered capital divided into equal parts.

4. Shares is a certificate issued by a Joint Stock Commercial Bank confirming ownership of one or more shares of that Joint Stock Commercial Bank. Share certificates of Joint Stock Commercial Banks may be registered or bearer according to the provisions of the Joint Stock Commercial Bank's charter.

5. Shareholder is an organization or individual who owns one or more shares of a Joint Stock Commercial Bank.

6. Founding Shareholder is a person participating through the first charter of a Joint Stock Commercial Bank.

7. Major Shareholder is an individual or organization holding more than 10% of the registered capital or controlling more than 10% of the voting share capital of a Joint Stock Commercial Bank.

8. Dividend is the amount of money annually allocated from the profits of a Joint Stock Commercial Bank to be paid for each share.

Article 3. A Joint Stock Commercial Bank must be approved in writing by the State Bank to participate in listing share certificates on the Securities Trading Center. The State Bank will specify the conditions for allowing Joint Stock Commercial Banks to participate in listing, trading, and issuing new share certificates at the Securities Trading Center. Joint Stock Commercial Banks participating in the securities market must comply with laws governing securities and the securities market.

Article 4. A Joint Stock Commercial Bank must have at least thirty-five shareholders (in cases where a Joint Stock Commercial Bank operates in rural areas, it must have at least twenty-five shareholders); among which there must be a state enterprise or joint stock company (with state enterprise contribution exceeding 30% of the registered capital) participating.

Article 5. Foreign organizations and individuals may only purchase shares of Joint Stock Commercial Banks upon approval by the State Bank.

Chapter II

SPECIFIC PROVISIONS

Section I. Shareholders, Shares, Stocks, Dividends

Part I. Shareholders, Shares

Article 6. Shareholders of a Joint Stock Commercial Bank include state-owned enterprises, state credit organizations, individuals, and other entities contributing capital.

Article 7.

1. A Joint Stock Commercial Bank must have common shares, and the holder of common shares is called a common shareholder.

2. A Joint Stock Commercial Bank may have preferential voting shares, and the holder of preferential voting shares is called a preferential voting shareholder.

2.1. Preferential voting shares are shares with more voting rights than common shares. The number of voting rights for each preferential voting share is determined by the Charter of the Joint Stock Commercial Bank.

2.2. Only founding shareholders have the right to hold preferential voting shares. The preferential voting rights of founding shareholders are only effective for three years from the date the Joint Stock Commercial Bank receives its business registration certificate. After this period, the preferential voting shares of founding shareholders will be converted into common shares.

2.3. Shareholders holding preferential voting shares are not allowed to transfer those shares to others.

3. Common shares cannot be converted into preferential voting shares. Preferential voting shares can be converted into common shares according to the decision of the General Meeting of Shareholders.

Article 8. Rights of Shareholders

1. Rights of common shareholders:

a) To attend and vote on all issues within the authority of the General Meeting of Shareholders; to nominate and propose candidates for the Board of Directors and Supervisory Board members (if they meet the minimum shareholding requirement stipulated in the Charter of the Joint Stock Commercial Bank). Each common share has one voting right;

b) To receive dividends at the level decided by the General Meeting of Shareholders;

c) To have priority in purchasing new shares when the Joint Stock Commercial Bank increases its charter capital;

d) To transfer shares in accordance with the provisions of the Charter of the Joint Stock Commercial Bank, consistent with the regulations of the State Bank;

đ) To receive information about the bank's operations as stipulated in the Charter of the Joint Stock Commercial Bank;

e) To authorize another person in writing to directly attend the General Meeting of Shareholders according to the Charter of the Joint Stock Commercial Bank; the authorized person cannot re-authorize and cannot run for election as themselves;

g) When the Joint Stock Commercial Bank is dissolved or declared bankrupt, to receive a portion of the remaining assets corresponding to the number of shares contributed to the Joint Stock Commercial Bank according to the laws on dissolution and bankruptcy;

h) Other rights as prescribed by law and the Charter of the Joint Stock Commercial Bank.

2. Large shareholders who have held shares continuously for at least six months have the right:

a) To nominate persons to the Board of Directors and Supervisory Board;

b) To view and obtain copies or extracts of the list of shareholders entitled to attend the General Meeting of Shareholders;

c) To request the convening of the General Meeting of Shareholders;

d) Other rights as prescribed by the Charter of the Joint Stock Commercial Bank but must comply with legal regulations.

3. In addition to the rights enjoyed like common shareholders, preferential voting shareholders also have the right to vote on issues within the authority of the General Meeting of Shareholders with the number of voting rights as prescribed in the Charter of the Joint Stock Commercial Bank.

Article 9. Obligations of Shareholders

1. To purchase the committed shares and bear legal responsibility for the legality of the source of funds used to purchase shares;

2. To comply with the Charter and internal management regulations of the Joint Stock Commercial Bank;

3. To comply with decisions of the General Meeting of Shareholders and the Board of Directors;

4. To be responsible for the debts and other property obligations of the Joint Stock Commercial Bank within the scope of their contributed capital;

5. Not to withdraw capital shares under any form;

6. To fulfill other obligations as prescribed in the Charter of the Joint Stock Commercial Bank but must comply with legal regulations.

Article 10. Founding Shareholders, Rights of Founding Shareholders

1. Within the first three years from the date the Joint Stock Commercial Bank receives its business registration certificate, founding shareholders must jointly hold at least 20% of the common shares that are eligible for sale; common shares of founding shareholders can be transferred to others who are not shareholders if approved by the General Meeting of Shareholders. Founding shareholders planning to transfer shares cannot vote on the transfer of those shares.

2. After the three-year period, all restrictions prescribed in Clause 1 of this Article regarding common shares of founding shareholders are lifted.

Article 11. Shareholder Register

1. A Joint Stock Commercial Bank must establish and maintain a Shareholder Register from the date it receives its business registration certificate. The Shareholder Register can be in written form, electronic data, or both. The Shareholder Register must contain the following main contents:

a) Name and headquarters of the Joint Stock Commercial Bank;

b) Total number of shares eligible for sale, types of shares eligible for sale, and the number of each type of shares eligible for sale;

c) Changes in the total number of sold shares of each type and the value of contributed share capital;

d) Name of shareholders, address, quantity of each type of shares held by each shareholder, total number of shares held by each shareholder, and date of registration of shares.

2. The Shareholder Register must be kept at the main office of the Joint Stock Commercial Bank. Every six months, the Joint Stock Commercial Bank must submit a written report to the local branch of the State Bank where the main office of the Joint Stock Commercial Bank is located if there is any change in the contents specified in Point 1 of this Article.

Part II. Purchase, Sale and Transfer of Shares

Article 12.

1. Shares of Joint Stock Commercial Banks may be purchased with Vietnamese dong, freely convertible foreign currency, gold, land use value, and other assets as stipulated in the Charter of the Joint Stock Commercial Bank in compliance with relevant laws.

2. In cases where capital contribution is made with land use value and other assets that are not Vietnamese dong, freely convertible foreign currency, or gold, such assets must be necessary for the direct operation of the Joint Stock Commercial Bank and must be approved by the Shareholders' Meeting. The valuation and transfer of land use rights and ownership of these assets shall be carried out in accordance with Article 22 and Article 23 of the Enterprise Law and relevant legal provisions.

Article 13.

1. The Board of Directors decides on the offering price of shares. The offering price of shares shall not be lower than the par value of the shares at the time of offering.

2. Shares that have been sold or transferred become registered in the shareholders' register upon recording all required information as specified in Clause d, Article 11 of this Regulation; from that point onward, the purchaser of the shares or the transferee becomes a shareholder of the Joint Stock Commercial Bank.

3. Procedures and sequence for offering shares on the securities trading center shall be conducted in accordance with legal regulations.

Article 14.

1. Shares of Board of Directors members, Supervisory Board members, major shareholders, founding shareholders, and foreign shareholders of Joint Stock Commercial Banks shall be issued in the form of named share certificates. The total amount of transfer of named share certificates (from the most recent transfer registration with the State Bank) exceeding 20% of the charter capital must be approved by the State Bank.

2. Any change in the shareholding ratio of major shareholders of Joint Stock Commercial Banks must be approved in writing by the State Bank prior to implementation.

3. Members of the Board of Directors, Supervisory Board, and General Director (Director) during their term of office and during the period of handling material consequences according to the resolution of the Shareholders' Meeting due to individual responsibility shall not transfer shares, except in the following cases:

a) Transferring shares beyond the minimum level required to participate in positions as stipulated in the Charter of the Joint Stock Commercial Bank;

b) Corporate shareholders merging, consolidating, splitting, dissolving, or going bankrupt as prescribed by law, or individual shareholders dying, losing capacity, or being compelled to transfer shares according to the decision of judicial authorities after fully settling related financial obligations of shareholders at the bank.

Article 15.

1. Documents regarding changes in shareholding of shareholders as specified in Clause 1 and Clause 2 of Article 14 include:

a) A proposal from the Chairman of the Board of Directors;

b) Share transfer applications from shareholders (for corporate shareholders, the application must be signed and stamped by the legal representative of the corporation);

c) Share purchase applications from shareholders, including a commitment to the legality of the source of funds for purchasing shares, acceptance of the current financial status, the Charter of the Joint Stock Commercial Bank, and full compliance with relevant legal provisions concerning share purchases (for corporate shareholders, the application must be signed and stamped by the legal representative of the corporation);

d) Documents of shareholders transferring shares under 20% of the charter capital;

đ) Other related documents.

2. Joint Stock Commercial Banks must prepare documents (two original copies) as stipulated in Clause 1 of this Article and submit them to the Branch of the State Bank where the Joint Stock Commercial Bank's headquarters is located. Within fifteen days from the date of receipt of complete documents, the Branch of the State Bank must review the share transfer before the change to ensure that the shareholders' capital is legal and issue a written approval for the Joint Stock Commercial Bank to transfer shares or disapprove (if it finds that the documents do not meet the requirements, the change in shareholding poses risks of instability in the operations of the Joint Stock Commercial Bank). The disapproval document must specify the reasons.

3. After transferring shares of shareholders, Joint Stock Commercial Banks must send a copy of the shareholder list to the State Bank (Branch of the State Bank where the headquarters is located and the Department of Banks - State Bank of Vietnam) for reporting.

Part III. Limitations on Shareholding

Article 16.

1. A State-owned enterprise and companies held by that State-owned enterprise with fifty percent or more of the charter capital of the enterprise shall not jointly hold shares exceeding forty percent of the charter capital of a joint-stock commercial bank.

2. For shareholders who are not State-owned enterprises: An organization and its representative, or a company and its affiliated companies with legal personality may hold shares not exceeding thirty percent of the charter capital of a joint-stock commercial bank.

3. Individual shareholders may hold shares not exceeding fifteen percent of the charter capital of a joint-stock commercial bank.

4. Individual shareholders and related persons within the same family (father, mother, spouse, children, full siblings) may hold shares not exceeding thirty percent of the charter capital of a joint-stock commercial bank.

5. In a family where one member represents the shareholding of a corporate shareholder in a joint-stock commercial bank, the total shareholding of the remaining members must be less than twenty percent of the charter capital of that joint-stock commercial bank.

Part IV. Shares and Dividends

Article 17. Shares of a joint-stock commercial bank shall not be pledged at the same joint-stock commercial bank issuing those shares.

Article 18.

1. The shares of a joint-stock commercial bank must contain the following main contents:

a) The name and headquarters of the joint-stock commercial bank;

b) The number and date of issuance of the license for establishment and operation;

c) The quantity and type of shares;

d) The par value of each share and the total par value of the shares recorded on the share;

e) The name of the shareholder (for named shares);

f) Summary of procedures for transferring shares;

g) The signature stamp of the legal representative and the seal of the joint-stock commercial bank;

h) The registration number in the shareholder register and the issue date of the share;

i) For preference voting shares, in addition to the above factors, it must clearly state the voting rights according to the Articles of Association of the joint-stock commercial bank.

2. Within thirty days from the date of commencement of operations (for newly established joint-stock commercial banks) or from the date the joint-stock commercial bank registers with the competent authority regarding new charter capital (for operating joint-stock commercial banks), the joint-stock commercial bank must issue new shares to shareholders.

Article 19. Joint-stock commercial banks may manage shares on behalf of shareholders or issue shares upon request of shareholders. In case named shares are lost, torn, burned, or destroyed in other ways, the shareholder must immediately report and request the joint-stock commercial bank to issue replacement shares and must pay the fee as prescribed by the joint-stock commercial bank.

Article 20. Payment of Dividends

1. A joint-stock commercial bank may only pay dividends to shareholders when it has made a profit, fulfilled tax obligations, and other financial obligations as prescribed by law.

2. The Board of Directors must prepare a list of shareholders entitled to receive dividends, determine the dividend rate for each share, and set the deadline and method of payment at least thirty days before each dividend payment. The announcement about dividend payment must be publicly sent to all shareholders at least fifteen days before the actual payment. The announcement must clearly state the name of the joint-stock commercial bank, the name and address of the shareholder, the number of each type of share held by the shareholder, the dividend rate for each type of share, and the total dividend amount the shareholder will receive, along with the payment date and method.

3. If a shareholder transfers their shares during the period between the end of the list preparation for dividend recipients and the dividend payment date, the transferor will be the recipient of the dividend from the joint-stock commercial bank.

Section II. Registered Capital

Article 21.

1. The registered capital shall be recorded in Vietnamese Dong (VND).

2. Joint-stock commercial banks must ensure that their actual registered capital does not fall below the statutory minimum as prescribed by law.

Article 22. The registered capital of joint-stock commercial banks may be increased through the issuance of new shares or supplemented from the additional capital reserve fund, revaluation of assets, and other funds as prescribed by law, but such actions must be approved by the General Meeting of Shareholders and must obtain written approval from the State Bank before implementation.

Article 23. Joint-stock commercial banks are prohibited from using their registered capital and funds to purchase shares or contribute capital to shareholders of the same joint-stock commercial bank.

Article 24. The registered capital may be used for the following purposes:

1. Purchasing or investing in fixed assets up to 50% of the registered capital and additional capital reserve fund.

2. Contributing capital or purchasing shares in accordance with the regulations of the State Bank;

3. Establishing subsidiaries in accordance with the provisions of the law;

4. Lending;

5. Operating other services as prescribed by law.

Article 25.

1. Joint-stock commercial banks must obtain written approval from the State Bank before changing the level of registered capital.

2. Documents for requesting approval to change the level of registered capital include:

a) A report from the Chairman of the Board of Directors (detailing the reasons and necessity);

b) Minutes of the General Meeting of Shareholders regarding the change in the level of registered capital;

c) A plan for changing the level of registered capital that has been approved by the General Meeting of Shareholders;

d) A list of major shareholders and their shareholding ratios before and after the change (including all information as stipulated in point d of Article 11 of this Regulation);

e) Applications from major shareholders to purchase shares in accordance with point c of Clause 1, Article 15 of this Regulation;

f) Other related documents as prescribed by law.

3. Joint-stock commercial banks must prepare documents in accordance with Clause 2 of this Article (two original copies) and submit them to the Branch of the State Bank in the province or city where the main office of the bank is located. Within fifteen days of receiving complete documents, the Branch of the State Bank will review and issue a written approval for the unit to change its registered capital level. If the documents do not meet the requirements, if the change is deemed unnecessary or inconsistent with legal regulations, the Branch of the State Bank will request additional information or provide reasons for non-approval and send these to the joint-stock commercial bank for knowledge and compliance.

4. The approval document for changing the level of registered capital is valid for the fiscal year.

5. After changing the level of registered capital according to the approval document of the State Bank, the joint-stock commercial bank must register the new level of registered capital with the competent state authority and send a copy of this document (certified by a Notary Public) to the State Bank and publish it in central and local newspapers as prescribed by law.

6. The Board of Directors of joint-stock commercial banks is responsible under the law for reviewing the documents, procedures, and conditions for approving shareholders' contributions in accordance with the requirements set forth in this Regulation.

Section III. General Meeting of Shareholders

Article 26. The General Meeting of Shareholders consists of all shareholders with voting rights and is the highest decision-making body of joint-stock commercial banks.

Article 27. Duties and powers of the General Meeting of Shareholders

1. Amending and supplementing the Charter of joint-stock commercial banks;

2. Discussing and approving reports from the Board of Directors on the operating situation and business results, financial settlement, profit distribution plans, dividend distribution, and the establishment and use of various funds as proposed by the Board of Directors; Directions and tasks for the new fiscal year;

3. Discussing and approving the activity report of the Supervisory Board;

4. Establishing subsidiaries;

5. Dividing, splitting, merging, consolidating, acquiring, and liquidating the bank and its subsidiaries;

6. Deciding on organizational structure, management and operation systems; Employee rules, staffing, salary funds, remuneration for Board of Directors members and Supervisory Board members;

7. Approving foreign activities programs;

8. Approving construction plans and technical equipment;

9. Approving plans for capital contribution and share purchases from enterprises and other credit organizations;

10. Approving the transfer of ordinary shares of founding shareholders within the first three years as prescribed in Article 10 of this Regulation;

11. Deciding on changes to the provisions of Clause 1, Article 31 of the Law on Credit Organizations, except for changes in trading locations, branches, representative offices, transfers of shares exceeding the ratio prescribed by the State Bank, and the General Manager (Director) of joint-stock commercial banks;

12. Deciding on measures to address significant financial fluctuations of joint-stock commercial banks;

13. Electing, dismissing, or relieving Board of Directors members and supervisors at the end of their term or electing replacements;

14. Reviewing violations and deciding on disciplinary actions against Board of Directors members and Supervisory Board members who cause losses to shareholders and joint-stock commercial banks;

15. Other rights and duties as prescribed in the Charter of joint-stock commercial banks.

Article 28. Authority to convene the General Meeting of Shareholders:

1. The General Meeting of Shareholders shall convene at least once a year.

2. The General Meeting of Shareholders may be convened by:

a) Decision of the Board of Directors;

b) Request of major shareholders;

c) Proposal of the Supervisory Board in cases where the Board of Directors seriously violates the obligations of managers as stipulated in Article 86 of the Enterprise Law, and the Board of Directors makes decisions beyond its delegated authority;

d) Other cases prescribed in the Charter of joint-stock commercial banks;

e) Request of the Director of the Branch of the State Bank where the main office of the joint-stock commercial bank is located.

3. The Board of Directors must convene the Shareholders' Meeting within thirty days from the date of receipt of the request specified in Clause 2 of this Article. In case the Board of Directors does not convene, the Supervisory Board shall replace the Board of Directors to convene the Shareholders' Meeting in accordance with the provisions of the law. If the Supervisory Board does not convene, the shareholder who made the request specified in Clause 2 of this Article has the right to replace the Board of Directors and the Supervisory Board to convene the Shareholders' Meeting in accordance with the provisions of the law.

The costs for convening and holding the Shareholders' Meeting shall be included in the operational expenses of the commercial joint-stock bank.

Article 29. List of shareholders entitled to attend the Shareholders' Meeting

1. The list of shareholders entitled to attend the Shareholders' Meeting is based on the share register of the commercial joint-stock bank. The list of shareholders entitled to attend the Shareholders' Meeting must be prepared upon the decision to convene and must be completed at the latest ten days before the opening day of the Shareholders' Meeting.

2. The list of shareholders entitled to attend the Shareholders' Meeting must include the name, permanent address for individuals; name, headquarters for organizations; quantity of each type of shares held by each shareholder.

3. Each shareholder has the right to be provided with information related to themselves recorded in the list of shareholders entitled to attend the Shareholders' Meeting.

4. Shareholders have the right to request the convener of the Shareholders' Meeting to correct erroneous information or supplement necessary information about themselves in the list of shareholders entitled to attend the Shareholders' Meeting.

Article 30. Agenda and Content of the Shareholders' Meeting

1. The convener of the Shareholders' Meeting must prepare the agenda and content of the meeting.

2. Large shareholders have the right to propose issues to be included in the agenda of the Shareholders' Meeting. Proposals must be in writing and sent to the bank at least three days before the opening day. Proposals must clearly state the name of the shareholder, the quantity of each type of shares held by the shareholder, and the issue proposed to be included in the agenda.

3. The convener of the Shareholders' Meeting only has the right to reject proposals specified in Clause 2 of this Article in the following cases:

a) The proposal is not submitted within the prescribed time limit or does not meet the required content.

b) The proposed issue does not fall within the authority of the Shareholders' Meeting to decide.

c) Issues that are not in compliance with the Articles of Association of the Commercial Joint-Stock Bank or other legal regulations.

Article 31. Invitation to Attend the Shareholders' Meeting

1. The convener of the Shareholders' Meeting must send an invitation to attend the meeting to all shareholders entitled to attend at least seven working days before the opening day.

2. Accompanying the invitation to attend must be the agenda and discussion documents serving as the basis for making decisions.

Article 32. Right to Attend the Shareholders' Meeting

1. Shareholders may attend directly or authorize another person in writing to attend the Shareholders' Meeting.

2. In the event that shares are transferred from the completion date of the shareholder list to the opening day of the Shareholders' Meeting, the transferee has the right to attend the Shareholders' Meeting in place of the transferor for the transferred shares.

Article 33. Conditions and procedures for convening the General Shareholders' Meeting

1. The General Shareholders' Meeting shall be convened when shareholders present at the meeting represent at least 51% of the shares with voting rights. The specific ratio is stipulated in the Articles of Association of the commercial joint-stock bank.

2. In case the first meeting does not meet the conditions specified in Clause 1 of this Article, it must be convened again within thirty days from the date the first meeting was scheduled to open. The second convened General Shareholders' Meeting shall be held when shareholders present at the meeting represent at least 30% of the shares with voting rights. The specific ratio is stipulated by the commercial joint-stock bank and recorded in the Articles of Association.

3. In case the second meeting does not meet the conditions specified in Clause 2 of this Article, it must be convened again within twenty days from the date the second meeting was scheduled to open. In this case, the General Shareholders' Meeting shall be held regardless of the number of shareholders present.

4. Only the General Shareholders' Meeting has the right to change the agenda sent together with the meeting invitation according to the provisions.

5. The procedure for convening the General Shareholders' Meeting and the form of voting are stipulated in the Articles of Association of the commercial joint-stock bank.

Article 34. Approving decisions of the General Shareholders' Meeting

1. The General Shareholders' Meeting approves decisions within its authority through voting at the meeting or by written ballot. A decision of the General Shareholders' Meeting is approved when:

a) It is approved by shareholders representing at least 51% of the total number of voting shares of all attending shareholders. The specific ratio is stipulated in the Articles of Association of the commercial joint-stock bank;

b) For decisions on types of shares and the number of shares eligible for issuance of each type; amending and supplementing the Articles of Association of the commercial joint-stock bank; restructuring or dissolving the commercial joint-stock bank, it must be approved by shareholders representing at least 65% of the total number of voting shares of all attending shareholders. The specific ratio is stipulated in the Articles of Association of the commercial joint-stock bank.

2. Decisions of the General Shareholders' Meeting must be sent to the Branch of the State Bank (where the commercial joint-stock bank has its headquarters) and notified to shareholders entitled to attend the General Shareholders' Meeting within fifteen working days from the date the decision is approved.

Article 35. Minutes of the General Shareholders' Meeting

1. The General Shareholders' Meeting must be recorded in the minutes book of the commercial joint-stock bank. The minutes must include the following main contents:

a) Time and place of the General Shareholders' Meeting;

b) Agenda;

c) Participants, full names of the chairperson and secretary;

d) Summary of opinions expressed at the General Shareholders' Meeting;

đ) Issues discussed and voted on at the General Shareholders' Meeting; Number of votes in favor, number of votes against, and number of abstentions; issues that have been approved;

e) Total number of voting shares of attending shareholders;

g) Total number of votes for each issue voted on;

h) Full names, signatures of the chairperson and secretary.

2. The minutes of the General Shareholders' Meeting must be completed and approved before the meeting is closed.

Article 36. Request to revoke decisions of the General Shareholders' Meeting

Within ninety days from the date the decision is approved, shareholders, members of the Board of Directors, General Director (Director), and Supervisory Board have the right to request the Court or the State Bank to review and revoke the decision of the General Shareholders' Meeting in the following cases:

1. The procedure and method of convening the General Shareholders' Meeting do not comply with this Provision and the Articles of Association of the commercial joint-stock bank;

2. The content of the decision violates the provisions of the law or the Articles of Association of the commercial joint-stock bank.

Chapter III

FINAL PROVISIONS

Article 37. Within a maximum period of six months from the date this Provision takes effect, commercial joint-stock banks must adjust their Articles of Association and internal documents in accordance with this Provision.

Article 38. Amendments and supplements to the Articles and Clauses of this Provision are decided by the Governor of the State Bank./.