AMENDMENTS TO GOVERNMENT’S DECREE NO. 01/2014/ND-CP DATED JANUARY 03, 2014 PRESCRIBING FOREIGN INVESTORS’ PURCHASER OF SHARES OF VIETNAMESE CREDIT INSTITUTIONS

1. Article 1 is amended as follows:

1. This Decree provides for conditions and procedures for purchase of shares, maximum total aggregate shareholding of foreign investors, maximum shareholding of a foreign investor, and maximum shareholding of a foreign investor and its related persons at a Vietnamese credit institution; conditions to be satisfied by Vietnamese credit institutions selling shares to foreign investors.

2. Foreign-invested economic organizations that are required to meet the same relevant conditions and follow the same procedures for investment as foreign investors when making investment or capital contribution or purchasing shares in accordance with regulations of law shall comply with regulations applicable to foreign investors enshrined herein when purchasing shares of Vietnamese credit institutions.”

2. Clauses 4, 5 Article 3 are amended as follows:

“4. Foreign individual means any person who holds foreign nationality.

5. Foreign organization means an organization that is established under the law of a foreign country and carries our business investment activities in Vietnam."

3. Clauses 8, 9 are added to Article 3 as follows:

“8. Credit institution given “very poor” rating and facing difficulties prescribed in clause 6 Article 7 hereof is a credit institution falling in any of the following circumstances:

a) A credit institution that is placed under special control by SBV;

b) A commercial bank that is subject to mandatory transfer;

c) A credit institution that is rated “very poor” according to the latest ranking results announced by SBV.

9. Total aggregate shareholding of foreign investors means the sum of shareholdings of the foreign individuals, foreign organizations and economic organizations prescribed in clause 2 Article 1 hereof.”

4. Clause 2 Article 6 is amended as follows:

“2. Foreign investors purchase shares in case credit institutions conduct offering of shares, issue shares to increase their charter capital or sell treasury stocks which they purchased before January 01, 2021.”

5. Clause 5 Article 7 is amended as follows:

“5. Total aggregate shareholding of foreign investors shall not exceed 30% of the charter capital of a Vietnamese commercial bank, except the cases prescribed in clauses 6, 6a of this Article or during the period over which provisions of clause 9 Article 14 hereof apply. Total aggregate shareholding of foreign investors shall not exceed 50% of the charter capital of a Vietnamese non-bank credit institution, except the cases prescribed in clause 6 of this Article.”

6. Clause 6 Article 7 is amended as follows:

“6. In order to ensure the safety of the credit institution system, the Prime Minister may in some special cases decide the shareholding of a foreign organization, the shareholding of a foreign strategic investor and total aggregate shareholding of foreign investors at a credit institution given “very poor” rating and facing difficulties which may exceed such limits prescribed in clauses 2, 3, 5 of this Article on a case-by-case basis.”

7. Clause 6a is added following clause 6 Article 7 as follows:

“6a. Total aggregate shareholding of foreign investors at a commercial bank that acts as the transferee under an approved mandatory transfer plan (excluding those commercial banks over 50% of charter capital of which is held by the State) may exceed 30% but shall not exceed 49% of its charter capital during the validity period of such mandatory transfer plan.”

8. Clause 7 Article 7 is amended as follows:

“7. The shareholdings specified in clauses 1, 2, 3, 4, 5, 6, 6a of this Article include those shares purchased by other organizations or individuals using funding entrusted by foreign investors.”

9. The phrase “niêm yết” (“listed”) is replaced with the phrase “niêm yết/đăng ký giao dịch” (“listed/registered for trading”) in Articles 8, 12 and 15. The phrase “Điều 29” (“Article 29”) is replaced with the phrase “Điều 37” (“Article 37”) in clause 2 Article 8.

10. Clause 2 Article 11 is amended as follows:

“2. A joint-stock credit institution must have a plan for increase of charter capital or plan for sale of treasury stocks which has been approved by its General Meeting of Shareholders and includes the plan for offering or issuance of shares to foreign investors. A joint-stock credit institution over 50% of charter capital of which is held by the State shall be required to complete procedures according to regulations of law on financial management of state-owned enterprises before submitting the plan for increase of charter capital or plan for sale of treasury stocks to its General Meeting of Shareholders for approval.”

11. Clause 6a and clause 6b are added following clause 6 Article 14 as follows:

“6a. When the limits on shareholding of foreign investors prescribed in Article 7 hereof are exceeded as a result of foreign investors’ additional purchase of shares offered by a credit institution in proportion to each shareholder’s holding of ordinary shares at that credit institution, the following provisions shall apply:

a) If the shareholding of a foreign investor or a foreign investor and its related person prescribed in Article 7 hereof is exceeded, within a maximum duration of 6 months from the time of occurrence of such excess, the foreign investor shall take appropriate actions to reduce its shareholding as well as ensure its compliance with the corresponding shareholding limit prescribed in Article 7 hereof.

b) If total aggregate shareholding of foreign investors prescribed in Article 7 hereof is exceeded, the foreign investors shall not be allowed to additionally purchase shares of that credit institution until the requirement regarding total aggregate shareholding of foreign investors prescribed in Article 7 hereof is satisfied.

6b. Foreign investors are not required to fulfill the obligations specified in clauses 5, 6 of this Article when they transfer shares in accordance with provisions of point a clause 6a of this Article.”

12. Clause 9 is added to Article 14 as follows:

“9. Upon expiry of the mandatory transfer plan, foreign investors shall not be allowed to additionally purchase shares of the commercial bank that acts as the transferee under such mandatory transfer plan (unless that commercial bank offers shares to its existing shareholders or a foreign investor sell their shares at that commercial bank to another foreign investor under a specific agreement) until total aggregate shareholding of foreign investors at that commercial bank falls below 30% of its charter capital.”

13. Point c is added to clause 1 Article 15 as follows:

“c. In case total aggregate shareholding of foreign investors at a commercial bank that acts as the transferee under an approved mandatory transfer plan is allowed to exceed 30% of its charter capital according to such mandatory transfer plan, SBV shall notify the Ministry of Finance of Vietnam (via the State Securities Commission of Vietnam) in writing of the approved maximum total aggregate shareholding of foreign investors, starting and ending dates of the validity period of the mandatory transfer plan”.

14. Clause 3 Article 16 is amended as follows:

“3. Submit in an adequate and timely manner to competent authorities reports on purchase of shares by the foreign investors and economic organizations prescribed in clause 2 Article 1 hereof.”

1. This Decree comes into force from May 19, 2025.

2. Ministers, heads of ministerial agencies, heads of Governmental agencies, Chairpersons of People’s Committees of provinces or central-affiliated cities, Vietnamese credit institutions, foreign investors and relevant organizations and individuals are responsible for the implementation of this Decree.