Report of Baoviet Holdings Board of Directors at the 2017 Annual General Meeting of Shareholders

The BOD’s meetings focused on solving key tasks related to the directions on the implementation of the resolutions of the 2016 AGM; constructing and implementing the business plan in 201

CỘNG HÒA XÃ HỘI CHỦ NGHĨA VIỆT NAM

Độc lập - Tự do - Hạnh phúc

Hanoi, dated 26" May 2017

DIRECTORS OF BAOVIET HOLDINGS AT THE 2017 GENERAL

SHAREHOLDERS’ MEETING

Dear Honoured shareholders!

The Board of Directors (BOD) of Baoviet Holdings (BVH) would like to

respecfully annouce to the General Shareholders’ Meeting (AGM) the operating

performance of the BOD in 2016 and the orientation on the operation of the BOD

in 2017 as follows:

I The operting performance of the BOD in 2016

I General assessment of the operation of the BOD in 2016

In 2016, upon the progree of implementing the regulations of the Enterprises

Law, the Charter of BVH and the regulation on operation of the BOD, the BOD of

BVH organised 05 (five) BOD’s meetings

The BOD’s meetings focused on solving key tasks related to the directions on

the implementation of the resolutions of the 2016 AGM; constructing and

implementing the business plan in 2016, 2017; directing the construction and

implementation of the annual strategies according to the development strategy for

the period of 2016- 2017, etc All the resolutions of the BOD agreed in the meetings

were the essential orientations to assist the Board of Management (BOM) to

organise the implementation of the business tasks of BVH effectively

Aside from the abover BOD’ s meetings, the BOD approved the decisions

according to the method of opinion collections from BOD’ s members in writen

form in order to direct, and to solve over 100 cases upon the competence of teh

BOD, simultaneously directed, managed the supervision of the operation of the

BOM in the implementation of the resolutions of the AGM and the BOD

2 Evaluation on the operating performance of the BOD’s members in

2016:

In 2016, the BOD’s members participated fully in the BOD’s meetings and

provided opinions in writen form regarding the issues upon the competence of the

BOD’s members with the spirit of high committment in order to ultilise the

leadership of each BOD’s members for the benefits of shareholders and the

sustainable development of BVH

Aside from the implementation and the completion of the general

responsibilities regarding the operation of the BOD, the BOD’s members

completed outstandingly the assigned tasks, specifically as follows:

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- The BOD’s Chairman completed the tasks of the Chairman of the BOD as

stipulated by the Enterprises Law, the Charter of BVH and the regulation on the

operation of the BOD in the construction and implementation of the annual

operating plan, assignment of tasks amongst BOD’s members, organisation of

meetings, opinion collection in writen form, issuance of the resolutions, decision of

the BOD, directed, managed and supervised the Committees of the BOD and the

Internal Audit Block in order to maximise the functional capability in consulting

and recommending the BOD regarding the issues under the competence of the

BOD

- The executive BOD’s members contributed proactively in the process of

completing the regulatory sytem on the internal corprorate governance of BVH,

assisting the BOD in the management and supervision of the business management

activities, contributing to the completion of the 2016 Business plan

- BOD’s members were assigned the tasks in the fields of business operation

of BVH, the Subsidiaries of BVH directed to complete and excelled the 2016

Business plan of each units, contributing to the outstanding completion of the

general business targets in 2016 of BVH

- BOD’s members as the representatives of the strategic partner i.e

Sumitomo Life Company i.e SML and the State Capital Investment Corporation

(SCIC) played such vital roles in promoting the partnership for business

development between BVH, SML and SCIC; fostering the implementation of the

Technical Support and Capability Transfer Agreement (TSCTA) between SML and

BVH

3 Inspection results on the CEO and managerial positions of BVH

In 2016, the CEO and managerial positions of BVH completed well the

business management activities of BVH, specifically as follows:

- Completed and excelled the business targets in 2016 approved by the

AGM and BOD;

- Implemented effectively and in due time regarding the sub-projects of the

Synergy Projet of Baoviet Finance — Insurance Corporation;

- Implemented the development strategy for the period of 2016 - 2020 of

BVH and its Subsidiaries according to the orientations on the strategic

development for the period of 2016 - 2020 of BVH approved by the AGM;

- Directed the proper implemenation of the decisions of the BOD and

implemented effectively the key tasks approved by the BOD;

During the implement process, the BOM of BVH complied to the

decentralisation of corporate governance in the Charter, the regulation on corporate

governance and the internal regulations of BVH as well as the decisions of the

BOD

4 Remuneration and operating expenses of the BOD in 2016

Regarding the remuneration of the BOD in 2016:

- For non-executive BOD’s members, the remuneration excluding income

taxes is 17 million Dong/person/month

- For executive or standing BOD’s members in the management of the

Parent company/ Subsidiaries: the salary shall be under the remuneration regime of

BVH/ Subsidiaries

Regarding the operating expenses of the BOD in 2016:

To comply with the operating regulation of the BOD and the regulation on

the internal expenditure of BVH

(Summary chart on the remuneration in 2016 of BOD’s members was

announced at the 2016 AGM of BVH)

II Implemented results on the resolutions of the 2016 AGM

In 2016, the BOD directed to implemented fully and in-time the resolutions

of the 2016 AGM, specifically as follows:

I The BOD directed to complete the 2016 Business Plan:

In order to implement the approvals of the 2016 AGMs, the BOD focused on

directing the BOD in the implementation of key solutions in order to complete the

business tasks according to the resolutions of the AGM and the BOD in 2016 with

the important and outstanding business performance i.e the total consolidated

revenue of BVH is 25,675 billion Dong, exceeded 14.1% of the plan, increased by

23.5% compared to 2015 Total revenue of the Parent company i.e BVH is 1,400

billion Dong, completed 100.2% of the plan, increased by 6.3% compared to 2015

Profits after taxes of Parent company is 1,022 billion Dong, completed 101.7% of

plan, increased by 1.9% compared to 2015 ROCC of Parent company reached

15%, increased by 0.2% of the plan i.e 14.8% With such results, BVH can ensure

the implementation of its responsibilities to the state’s budget, as well as the rights

of customers, shareholders and employees

In evaluating the business performance in 2016, BVH and its Subsidiaries

completed and excelled the business targets and implemented effectively all the set

solutions Such results indicate the properity, in-time and relevance of the solutions

set by the BOD and the BOD as well as presenting the committement, solidarity

and effort of the Subsidiaries, employees and consulting agents throughout the

system of BVH

2 The BOD improvised the funds upon the approval of the AGM and

implemented the dividend payouts in the fiscal year 2015 to the shareholders right

after the ending of the 2016 AGM and completed in July 2016 with the rate of 8%

over share prices (800 Dong/share), equivalent to 544/38 billion Dong

3 The BOD directed the construction of the solutions on increasing

charter capital via the Employee Stock Ownership Program (ESOP) according to

the resolutions of the 2016 AGM

4 The BOD directed to draft and to implement the development strategy

for the period of 2016-2020 of BVH and its according to the orientations on the

strategic development in the period of 2016-2020 of BVH approved by the 2016 AGM

In evaluation of the business performance in 2016, BVH and its Subsidiaries

strived to complete the business targets and implemented effectively the assigned

solutions Such results emphasizes the properity, in-time manner, and relevance of all solutions implemented by the BOD and the BOM, simultaneously presenting the efforts, commitment and solidarity of all Subsidiaries, employees and agents throughout the system of BVH

III Report on the corporate governance of BVH in 2016

In realisation of the importance of corporate governance, the BOD emphasised the improvement of corporate governance as the key content in orienting the strategies of BVH in order to construct such a strong corporate governance system based upon the application of the best International practices,

in cooperation with the accumulated strength of all sources throughout the system

in order to supervise, inspect the activities of the corporate in such responsible, transparent and effective manners

In 2016, the BOD’s members, SB, CEO and the managerial positions as well

as the Corporate Secretary Division participated in the training sections, forums and discussion regarding the corporate governance, proactively used the tools from the ASEAN Corporate Governance Scorecard in order to improve the standards, and practicality of the corporate governance of BVH

The report on the corporate governance of BVH in 2016 was disclosed fully,

in due time to the SCC and HOSE The detailed contents of the report on the corporate governance in 2016 have also been disclosed in the 2016 Annual Report

of BVH

IV Operating Plan of the BOD in 2017

2017 is the vital year to implement the strategic development for the period of

2016 — 2020 with the vision “Maintaining the leading Finance-Insurance Corporateion in Vietnam, improving the competitiveness, strong financial capability as well as the sustainable and effective growth” In order to meet such objectives, the BOD agreed on the key indicators in the 2017 Business Plan of the Parent Company i.e BVH projecting to submit to the AGM as follows:

- Total revenue: 1,533 billion Dong;

- Profits after taxes: 1,025 billion Dong;

- ROCC of BVH : 15.1% (calculated upon the charter capital of 6,804.7 billion Dong)

In 2017, the BOD continue to maintain the regular meeting regime every

Quarter accordingly and to organise the meeting upon the opinion collection in

writen form from the BOD’s members in order to implement the resolutions of the

2017 AGM, to implement the issues realted to the corporate governance and to direct the implementation of key tasks in 2017 throughout the system The BOD

continue to foster the roles of the Committees of the BOD in the consultancy to the

BOD reated to the senior HR, strategic business and the investment activities,

strengthening the supervision and inspection via the internal auditing activities,

risk management, compliance in order to improve the efficiency of the business

activities and capital reservation

With the message “Ready for take-off”, the BOD oriented the key tasks for

implementation in 2017 specifically as follows:

First, to implement the resolutions of the 2017 AGM, focusing on the

completion of the 2017 Business plan as well as closely following the strategic

development for the period of 2016 — 2020 via the implementation of key tasks

throughout the system

Second, continue to foster the foundation set after the equitilisation,

focusing on the following issues: (i) Strengthen the investment in infrastructure

and application of IT upon the International standards throughout the Group; (ii)

Invest for development of HR and planning of senior HR of Baoviet, revising and

constructing the remuneration and bonus regime in such relevant and competitive

manners; creating such strong, sustainable corporate culture; (iii) Implement the

synergy projects on marketing, branding; synergy construction of shared-

headquarters in order to modernise and unify the brand image of Baoviet

throughout the system

Third, strenthening the roles of the Parent Company throughout the system

via: (1) Central management, coordination of sources in the Group regarding

finance, HR-training, IT, branding, investment, basic construction; (ii) Strengthen

the synergy of the Group in order to maximise the resources, utilising the group’s

strength; (111) Foster the financial capability of the Partent company in order to

implement the function in capital investment to the Subsidiaries in the traditional

businesses and the potentially new business fields

Fourth, continue to improve the corporate governance upon the best

International practices in order to ensure the effective exploitation of resources,

creating sustainable values in the long term, as well as attracting the investment

capital to the business

Fifth, continue to coordinate with the State’s management agencies in order

to complete the legal framework, develop the market, new products; continue to

focus on the implementation of the social welfare programs, supporting the

community according to the direction of the Communist Party and the

Government, being the piorneer corporation in the act of environmental protection,

yielding towards the implementation of the sustainable development strategy of

BVH

On behalf of BVH, I would like to express my sincere thanks to the honoured

shareholders for your trust and committment to Baoviet Holdings throughout the

years The BOD would like to show our gratefullness to the care and committment

of the leader of the Communist Party, the Governance, the leaders of the Ministry

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of Finance and the State agencies for your supports and attentive assistance to the

success of Baoviet today

Wishing honoured shareholdesr and delegators the best of health, success To the success of the AGM./

ON BEHALF OF THE BOD

- As above;

- BOD, SB;

- For filing: Admin, Corporate Secretary Div

Dao Dinh Thi