Ho Chi Minh City Development Joint Stock Commercial Bank : HDBank announces Criteria and election conditions for the nomination and self-nomination for HDBank’s Board of Directors and Board of Supervisors members for the office term of 2022 – 2027

Headquarters

Address: 25 Bis Nguyen Thi Minh Khai, Ben Nghe Ward, District 1, Ho Chi Minh

City

Tel: [phone]/Fax: [phone]/Website: www.hdbank.com.vn

BOARD OF DIRECTORS

Ho Chi Minh City, December 20, 2021

No: …/2021/TB-HĐQT

TRANSLATION

ANNOUNCEMENT

(Re: Criteria and election conditions for the nomination and self-nomination of HDBank's Board of Directors and Board of Supervisors members for the office term of 2022 - 2027)

To:GENERAL MEETING OF SHAREHOLDERS OF HDBANK

• Pursuant to the Law on Enterprises No. 59/2020/QH14;
• Pursuant to the Law on Credit Institutions No. 47/2010/QH12 and the Law amending and supplementing a number of articles of the Law on Credit Institutions No. 17/2017/QH14 (hereinafter referred to as "Law on Credit Institutions");
• Pursuant to the Law on Securities No. 54/2019/QH14;
• Pursuant to Circular No. 22/2018/TT-NHNN dated September 05, 2018 on guidelines for procedures and application for approval for provisional lists of personnel of commercial banks, non-bank credit institutions and foreign banks' branches;
• Pursuant to the current Charter of Ho Chi Minh City Development Joint Stock Commercial Bank (HDBank),

THE BOARD OF DIRECTORS OF HDBANK

WOULD LIKE TO ANNOUNCE

HDBank's Board of Directors and Board of Supervisors have successfully completed the 2017- 2022 office term by leading the Bank to gain achievements in terms of growth in scale, profitability, asset quality, market position, brand identity, etc… According to the provisions of the Law on Credit Institutions, the Law on Enterprise 2020, and the Charter of HDBank, 2021 is the final year of the Board of Directors and Board of Supervisors for the office term of 2017-2022. Therefore, it is expected that, at the 2022 Annual General Meeting of Shareholders, Shareholders will elect the members of the Board of Directors and Board of Supervisors for the office term of 2022-2027.

In accordance with the provisions of current laws and the Bank's Charter, the Board of Directors of HDBank would like to inform Shareholders about the proposed submission of the Board of Directors to the 2022 Annual General Meeting of Shareholders of HDBank (fiscal year 2021).

• The total number of BOD members for the office term of 2022 - 2027 is nine (09) members, of which there are two (02) independent members, and
• The total number of Board of Supervisors members for the office term of 2022 - 2027 is four (04) members.

The Board of Directors respectfully request esteemed Shareholders to exercise their rights in accordance with the law, ratifying the nomination and self-nomination of HDBank's Board of Directors and Board of Supervisors members for the office term of 2022 - 2027. The details are as follows:

1. Conditions for nomination and self-nomination of HDBank's Board of Directors and Board of Supervisors members for the office term of 2022 - 2027:

1. Shareholders have the right to nominate and self-nominate for BOD and BOS's member if all the following conditions are satisfied: i) Clause 1 Article 33, Article 34 and Article 50 of the Law on Credit Institutions, ii) Article 36 of HDBank's Charter (2021). For details, please refer to Appendix 01 of this Notice.
2. A shareholder or a group of shareholders holding from 10% per cent of the total ordinary shares has the right to nominate candidates to the Board of Directors and the Board of Supervisors in accordance to i) Clause 5, Article 115 of the Law on Enterprise 2020 and ii) point c, Clause 1, Article 23 of HDBank's Charter (2021);
3. The number of candidates each a group of shareholders entitle to nominate depends on the number of candidates to BOD and BOS members as decided by the General Meeting of Shareholders and the shareholding percentage of each group of shareholders. The number of candidates nominated by groups of shareholders is as follows.
4. 1. Shareholder or a group of shareholders holding 10% to less than 20% of the total number of voting shares may nominate at most one candidate;
   2. Shareholder or a group of shareholders holding 20% to less than 30% of the total number of voting shares may nominate at most two candidates;
   3. Shareholder or a group of shareholders holding 30% to less than 40% of the total number of voting shares may nominate at most three candidates;
   4. Shareholder or a group of shareholders holding 40% to less than 50% of the total number of voting shares may nominate at most four candidates;
   5. Shareholder or a group of shareholders holding 50% to less than 60% of the total number of voting shares may nominate at most five candidates;
   6. Shareholder or a group of shareholders holding 60% to less than 70% of the total number of voting shares may nominate at most six candidates;
   7. Shareholder or a group of shareholders holding 70% to less than 80% of the total number of voting shares may nominate at most seven candidates;
   8. Shareholder or a group of shareholders holding 80% to less than 90% of the total number of voting shares may nominate at most eight candidates.

Where the number of candidates nominated by a shareholder or a group of shareholders is lower than the number of candidates they are entitled to nominate, the remaining candidates shall be nominated by the BOD and BOS and other shareholders.

1. Documents for nomination and self-nomination to the Board of Directors and Board of Supervisors includes:

1. Three (03) original notifications of voluntarily forming groups of shareholders for nomination of candidates to the Board of Directors and the Board of Supervisors (Appendix 02)
2. Three (03) originals of curriculum vitae with certified signatures as prescribed by law (Appendix 03)
3. Three (03) originals of the candidates' related persons declaration form with certified signatures as prescribed by law (Appendix 04)
4. Three (03) originals of the judicial record card of personnel to be elected and appointed, in which:
5. 1. In case the expected personnel have Vietnamese nationality: A judicial record card issued by a judicial record database management agency, which must contain full information on criminal status (including written off criminal records and criminal records that have not been written off; and information on the prohibition of holding certain positions, establishing and managing enterprises or cooperatives);
   2. In case the expected personnel does not have Vietnamese nationality: A judicial record card or an equivalent document (including written off criminal records and criminal records that have not been written off; and information on the prohibition of holding certain positions, establishing and managing enterprises or cooperatives) must be issued by a competent Vietnamese agency or a foreign competent authority according to regulations.

A judicial record card or equivalent document must be issued by a competent authority no later than 06 months before HDBank submits the application for approval of the expected list of personnel.

1. Three (03) certified copies of diplomas and certificates verifying the candidate's qualification as prescribed, in which diplomas of Vietnamese nationals granted by foreign educational institutions must be recognized by the Ministry of Education and Training according to relevant laws.
2. Documents proving the satisfaction of criteria and conditions for expected personnel holding the tittle of member of the Board of Directors, Member's Council of the credit institution are specified at Point d, Clause 1, Article 50 Law on Credit Institutions, specifically:
3. 1. For the condition "having at least 03 years of experience working as a manager or executive of a credit institution, at least 05 years of experience working as an executive of a finance, banking, accounting or audit enterprise":
   2. 1. Three (03) certified copies of the original in accordance with the law of the Certificate of Business Registration (for enterprises that are not credit institutions);
      2. Three (03) certified copies of the original in accordance with the law of the Charter of credit institution or enterprise mentioning the conditions on the executive;
      3. A document of the authorized representative of the enterprise where the employee has been or is working confirming the personnel's position and duration in charge

or a copy of the document proving the position and duration of the position at the personnel's enterprise.

1. For the condition "having at least 5 years of working as an executive of an enterprise whose equity is not smaller than the legal capital of the respective credit institution":
2. 1. Three (03) certified copies of the original in accordance with the law of the Charter of the enterprise mentioning the conditions on the executive;
   2. Three (03) certified copies of the original in accordance with the law of the financial statements audited by independent auditing agency of the enterprise where the expected personnel has been or is working.
   1. A document of the authorized representative of the enterprise where the employee has been or is working confirming the personnel's position and duration in charge or a copy of the document proving the position and duration of the position at the personnel's enterprise.
3. For the condition " having at least 05 years' experience of working in a finance, banking accounting or audit department": A document of the authorized representative of the enterprise where the employee has been or is working confirming the personnel work directly in the finance, banking, accounting, auditing departments and duration in charge or a copy of the document proving the position, the working department and duration of the position at the personnel's enterprise

7. Three (03) originals or certified copies from the originals as prescribed by law other relevant papers, proving the above conditions (if any).

Please note:

1. Candidates of the Board of Directors, Board of Supervisors members must be responsible before the law and the General Meeting of Shareholders of HDBank for the accuracy and truthfulness of documents and contents of the application documents.
2. The documents must be made in Vietnamese. Documents made in foreign countries must be consular legalized and translated into Vietnamese. Vietnamese copies and documents translated from foreign languages into Vietnamese must be notarized or certified by competent agencies in accordance with the laws.
3. According to the provisions of Article 51 of the Law on Credit Institutions, the list of candidates of the Board of Directors, Board of Supervisors members for the office term of 2022-2027 must be approved in writing by the State Bank of Vietnam before conducting the election at the 2022 Annual General Meeting of Shareholders of HDBank. Those elected and appointed as members of the Board of Directors and members of the Board of Supervisors

of HDBank must be on the list approved by the State Bank.

4.

1. Address to receive nomination and self-nomination documents:

Shareholders and Group of Shareholders kindly send the nomination and self-nomination documents to the following address:

1. To send original documents via courier to the following address:

BOD Office

Ho Chi Minh City Development Joint Stock Commercial Bank (HDBank)

Level 12A, HD Bank Tower

25Bis Nguyen Thi Minh Khai Street, Ben Nghe Ward,

District 1, Ho Chi Minh City

To send scanned documents via email address: [e-mail]

1. Deadline for the receipt of the original documents: by 05:00PM January 15th, 2022. Applications received after the above time are considered invalid.

Once the above deadline is passed and Shareholder did not nominate or self-nominate, Board of Directors will nominate the remaining candidates.

Regards,

Recipients:

• As above;
• BOD/BOS;
• Filing at BOD office.

ON BEHALF OF THE BOARD OF

DIRECTORS

CHAIRWOMAN

(Signed and sealed)

LE THI BANG TAM