Du thao Bien ban DHDCD thuong nien 2016 V4 ENG

Hanoi, dated 18th May 2016
MEETING MINUTES
THE ANNUAL GENERAL MEETING IN 2016
BAOVIET HOLDINGS
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At 8.30AM, 18 May 2016 at Melia hotel, No. 44B Ly Thuong Kiet, Hoan
Kiem, Hanoi, the Annual General Meeting (“AGM”) of BaoViet Holdings (“BVH”)
was officially open.
Mr. Nguyen Quang Vinh – Head of Inspection Board on Eligibility of
Shareholders – provided a report on the eligibility of shareholders participating in the
AGM.
The total participated shareholders:
shareholders, including:
- Direct participation:
shareholders
- Authorised participation:
shareholders
The total participated shares:
shares, equivalent to
% of total
shares with voting rights (Please refer to the attached report for details).
In accordance with Article 141, Enterprise Law No. 68/2014/QH13 dated 26th
November 2014 of BVH, the composition and quantity of participated shares as above
is eligible.
There was full participation from BOD members, Head of Supervisory Board,
and inspectors of BVH, as well as the participation of Representatives from
Ernst&Young Vietnam as the auditing agency for the financial reports of BVH.
Regarding the management of the meeting, the AGM has unified to approve
the regulations on organisation of the AGM with the voting rate of ....% of the total
votes entitled to attend the AGM (Details as in attached regulations) and the List of
the Chairing Board with the voting rate of .......% of total votes entitled to attend the

AGM, specifically as follows:
The Chairing Board includes BOD members as follows:
1. Mr. Dao Dinh Thi

Chairman

2. Mr. Nguyen Duc Tuan

BOD member

3. Mr. Nguyen Quang Phi

BOD member

4. Mr. Dau Minh Lam

BOD member

5. Mr. Phan Kim Bang

BOD member

6. Ms. Than Hien Anh

BOD member

7. Mr. Nguyen Quoc Huy

BOD member

8. Mr. Muneo Sasagawa

BOD member

9. Mr. Shuichi Sakai

BOD member
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- Mr. Dao Dinh Thi – Chairman – appointed the Secretary Board, specifically
includes:
1. Ms. Luong Thi Bich Ngoc

- Head of the Board

2. Ms. Chu Thi Thu Trang

- Member

3. Ms. Nguyen Thi Hong Nhung - Member
- Mr. Dao Dinh Thi – Chairman – introduced the Vote-counting Board and
Election. The AGM approved with the voting rate of ….% of the total votes entitled to
attend the AGM, specifically include Mr./Ms. as follows:
1. Mr. Truong Tuan Lam

- Head of the Board

2. Mr. Truong Khanh

- Member

3. Mr. Tran Nhuan An –

- Member

4. Mr. Phan Dinh Hieu

- Independent member
(Representative of BVSC)

- Mr. Dao Dinh Thi – Chairman – announced the AGM program agenda. The
meeting approved with the voting rate of ….% of total votes entitled to attend the AGM
(Details as in attached Program Agenda).
In the light of such promptly and serious working spirit, the AGM in 2016 listened
to the reports, proposals, and discussions and passed the Resolutions as follows:
I. Presentations on reports and proposals
1. Content 1: Report of the Board of Directors
The AGM listened to Mr. Dao Dinh Thi – Chairman of BVH – presenting the
Report on the Operating Performance of BOD in 2015 and the Operation Plan of
BOD in 2016 (Details as in attached report).
2. Content 2: Report on 2015 Business Performance and 2016 Business Plan.
The AGM listened to Mr. Nguyen Quang Phi – BOD member, CEO of BVHpresenting the Report on the Business Operation on 2015 and the Business Plan in
2016 (Details as in attached report).
3. Content 3: Report of the Supervisory Board
The AGM listened to Mr. Nguyen Ngoc Thuy – Head of Supervisory Board of
BVH (“SB”) – presenting the Report of the SB of BVH to the AGM in 2016
(Details as in attached report).
4. Content 4: Submission on amendment and supplement of BVH’s Charter
(7 supplement)

th

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The AGM listened to Mr. Phan Kim Bang – BOD member – presenting the
proposal on the Revision, supplement of Company Charter of BVH - 7th supplement
(Details as in attached proposal).
5. Content 5: Submission for approval of 2015 Audited Consolidated Financial
statements and 2015 Audited Seperated Financial Statements of BVH
The AGM listened to Mr. Pham Ngoc Tu – Deputy Chief Financial Officer of
BVH – presenting the proposal on the 2015 Audited Consolidated Financial
statements and 2015 Audited Seperated Financial Statements of BVH (Details as in
attached proposal).
6. Content 6: Submission for approval of remuneration for BOD and
Supervisory board in 2015 and proposed remuneration in 2016
The AGM listening to Mr. Dau Minh Lam – BOD member – presenting the
proposal on the Approval of the Remuneration of BOD and SB in the financial year
2015 and Recommendations on the remuneration in the financial year 2016 (Details
as in attached report).
7. Content 7: Submission on allocation of Profit After Taxes (“PAT”) in 2015
fiscal year and using plan of PAT in 2016 fiscal year
The AGM listened to Mr. Nguyen Duc Tuan – BOD Member – presenting the
proposal on the Solutions on the usage of PAT for the financial year 2015 and the
Plan on using PAT for the financial year 2016 (Details as in attached report).
8. Content 8: Submission on Corporate Strategy for the period of 2016 –
2020 of BaoViet Holdings
The AGM listened to Mr. Dao Dinh Thi – BOD Chairman – presenting the
Report on the Corporate Strategy for the period of 2016 – 2020 of BVH (Details as
in attached report).

9. Content 9: Report on the implementation of the project to increase charter
capital via the private placement.
The AGM listened to Ms. Than Hien Anh – BOD member – presenting the
Report on the implemented results on increasing the Charter Capital via the private
placement (Details as in attached report).
10. Content 10: Report on the approval of AGM regarding the replacement of
BOD members of BVH.
10.1. The AGM listened to Mr. Dau Minh Lam – BOD member – presenting
the proposal to the AGM for approval regarding the replacement of 02 BOD
members of BVH (Details as in attached report).
10.2. Prior to the cumulative voting on all contents relate to the replacement of
02 BOD members of BVH in the remaining time of the term 2012-2017, the Board
on Inspection of Eligibility of Shareholders reported the number of participated
shareholders up to the time of voting as follows:
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The total participated shareholders:

shareholders, including:

- Direct participation:

shareholders

- Authorised participation:

shareholders

The total participated shares:

shares with voting rights.

shares, equivalent to

% of total

10.3. The AGM listened to Mr. Truong Tuan Lam – Head of the Election and
Vote-counting Board – presenting the Regulations on Voting for approval of
replacing BOD members of BVH.
The AGM proceeded to vote to pass the Regulation on Voting for approval of
replacing BOD members of BVH with the specific voted results as follows:
- Agreed:

shares, account for

% of shares entitled to participate in AGM

- Disagreed:

shares, account for

% of shares entitled to participate in AGM

- No comment:

shares, account for

% of shares entitled to participate in AGM

The AGM proceeded to vote for replacing 02 BOD members. The Election and

Vote-counting Board implemented the Vote counting right after shareholders
completed the voting.
10.4. The AGM listened to Mr. Truong Tuan Lam – Head of Election and
Vote-counting Board – annoucing the voted results for the replacement of 02 BOD
members in the remaining time of the term 2012 – 2017, specifically as follows:
No.

Fullname

1

MR. MUNEO SASAGAWA

2

MR. SHUICHI SAKAI

No. of voting
shares

% voting shares

(Attached to the Minutes of Vote Counting for the replacement of BOD members)
II. Discussion
In the discussion, shareholders addressed questions to the Chairing Board,
focusing on some specific topics as follows:
- The Business Performance in 2015 and the Business Plan in 2016 of BVH;
- Plan on increasing Charter Capital of BVH;
- Business Strategy for the period of 2016 – 2020;
- Solutions on Distribution of PAT in 2015 and the Plan on Distribution of

PAT in 2016;
- Progress on the partnership between BVH and the strategic partner
Sumitomo Life.
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All questions of shareholders have been answered by the Chairing Board
directly at the AGM, specifically as follows:
1. Question 1:
The answer of the Chairing Board is:
............
2. Question 2:
The answer of the Chairing Board is:
............
III. The voting for all contents from 01 to 09
After listening to the reports, proposals and proceeded to discussion, the AGM
voted publicly to approve the reports and proposals.
The specific voted results are as follows:
1. Approval of the BOD report on the Operating Performance of BVH in 2015
and the Operation Plan of BVH in 2016.
Voted results are:
- Agreed:

shares, account for

of shares with voting rights to participate in AGM

- Disagreed:

shares, account for

of shares with voting rights to participate in AGM

- No comment:

shares, account for

of shares with voting rights to participate in AGM

2. Approval of the Report on the Business performance in 2015 and the
Operation Plan in 2016 of BVH with key contents as follows:
2.1. Approved the Business Performance in the financial year 2015 (From 1st
January 2015 to 31st December 2015) according to the reported data by
Ernst&Young Vietnam with key financial indicators as follows:
- Total revenue:
- PAT:
- ROCC:

1,317 billion Dong,
1,002 billion Dong,
14.7 %

100% as planned
102,3 % as planned

2.2. Approved the Business Plan for the financial year 2016 of the Parent
Company i.e. BVH – with some key financial indicators as follows:
- Total revenue:
...... billion Dong,
- PAT:

...... billion Dong,
The voted results are:
- Agreed:

shares, account for

of shares with voting rights to participate in AGM

- Disagreed:

shares, account for

of shares with voting rights to participate in AGM

- No comment:

shares, account for

of shares with voting rights to participate in AGM

5


3. Approved of the Report of the SB regarding: The operation results of SB
between 2 periods of AGM 2015 – 2016 and the operation plan of SB between the 2
periods of AGM 2016 – 2017; Inspected results on the business activities of BVH
and results on corporate governance of BVH by BOD, CEO and other managerial
stafff. The inspected results of the financial report in 2015 (From 1st January 2015 to
31st December 2015) of BVH; Report on Self-assessment of operating results of SB
and each inspectors.

The voted results are:
- Agreed:

shares, account for

of shares entitled to participate in AGM

- Disagreed:

shares, account for

of shares entitled to participate in AGM

- No comment:

shares, account for

of shares entitled to participate in AGM

4. Approved the revised Company Charter of BVH, supplemented the 7th.
The voted results are:
- Agreed:

shares,

account for

of shares entitled to participate in AGM

- Disagreed:

shares,

account for

of shares entitled to participate in AGM

- No comment:

shares,

account for

of shares entitled to participate in AGM

5. Approved of the Report on the Audited Consolidated Financial Report and
the Seperated Financial Report in 2015 of BVH.
The voted results are:
- Agreed:

shares,

account for

of shares entitled to participate in AGM

- Disagreed:

shares,

account for

of shares entitled to participate in AGM

- No comment:

shares,

account for

of shares entitled to participate in AGM

6. Approved of the proposal on the approval of remuneration of BOD and SB
in the financial year 2015 and recommendation on the remuneration in the financial
year 2016.
The voted results are:
- Agreed:

shares,

account for

of shares entitled to participate in AGM

- Disagreed:

shares,

account for

of shares entitled to participate in AGM

- No comment:

shares,

account for

of shares entitled to participate in AGM

7. Approved of the solution on using PAT in the financial year 2015 and the
Plan on using PAT in the financial year 2016 of BVH as follows:
The voted results are:
- Agreed:

shares,

account for

of shares entitled to participate in AGM

- Disagreed:

shares,

account for

of shares entitled to participate in AGM

- No comment:

shares,

account for

of shares entitled to participate in AGM
6


8. Approved the Orientations on the Corporate Strategy for the period of 2016 –
2020 of BVH.
The voted results are:
- Agreed:

shares,

account for

of shares entitled to participate in AGM

- Disagreed:

shares,

account for

of shares entitled to participate in AGM

- No comment:

shares,

account for

of shares entitled to participate in AGM

9. Approved the Report on the implementation of the plan on increasing
charter capital via the private placement.
The voted results are:
- Agreed:

shares,

account for

of shares entitled to participate in AGM

- Disagreed:

shares,

account for

of shares entitled to participate in AGM

- No comment:

shares,

account for

of shares entitled to participate in AGM

7


The AGM meeting minutes includes ...... pages, drafted and ratified at the
AGM in 2016 of BVH at ........... on the same day, approved by the AGM with the
voting rate ....% of total shares with voting rights to participate in the AGM./.
CHAIRING BOARD
CHAIRMAN

Dao Dinh Thi
MEMBER

MEMBER

MEMBER

MEMBER

Nguyen Quang Phi

Nguyen Duc Tuan

Phan Kim Bang

Than Hien Anh

MEMBER

MEMBER

MEMBER

MEMBER

Nguyen Quoc Huy

Dau Minh Lam

Muneo Sasagawa

Shuichi Sakai

AGM SECRETARY BOARD
HEAD of BOARD

MEMBER

MEMBER

Luong Thi Bich Ngoc

Chu Thi Thu Trang

Nguyen Thi Hong Nhung

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