Decision No. 1354/QD-TTg dated September 23, 2008 of the Prime Minister approving the plan on equitization of the Vietnam Bank for Industry and Trade

DECISION

APPROVING THE PLAN ON EQUITIZATION OF THE VIETNAM BANK FOR INDUSTRY AND TRADE

THE PRIME MINISTER

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

Pursuant to the November 26, 2003 Law on State Enterprises;

Pursuant to the November 29, 2005 Enterprise Law;

Pursuant to the Government's Decree No. 109/2007/ND-CP of June 26, 2007, on transformation of enterprises with 100% state capital into joint-stock companies;

At the proposal of the Vietnam Bank for Industry and Trade,

DECIDES:

Article 1.- To approve the plan on equitization of the Vietnam Bank for Industry and Trade with the following principal contents:

1. Its Vietnamese name: Ngan hang thuong mai co plum Cong thuong Viet Nam

- Transaction name: Vietnam Joint-Stock Bank for Industry and Trade

- Trademark: Vietinbank

- Headquarters: No. 108. Tran Hung Dao street. Hoan Kiem district. Hanoi.

2. Vietnam Joint-Stock Bank for Industry and Trade will have the legal person status according to Vietnamese law after it is granted a business registration certificate; have its own seal and may open bank accounts in accordance with law. it will be organized and operate under the Charter of joint-stock commercial banks, in accordance with the Law on Credit Institutions, the Enterprise Law and relevant regulations.

3. Vietnam Joint-Stock Bank for Industry and Trade may continue doing business in the current business domains of the Vietnam Bank for Industry and Trade and conduct other business activities in accordance with law.

4. Agency acting as representative owner of the state capital portion at Vietnam Joint-Stock Bank for Industry and Trade: To assign the State Capital Investment Corporation to manage the state capital portion at Vietnam Joint-Stock Bank for Industry and Trade. The State Bank of Vietnam shall appoint a person to represent the state capital portion and join the Management Board of Vietnam Joint-Stock Bank for Industry and Trade.

5. The value of the state capital portion as of December 31. 2007. according to audited 2007 accounting books of the Vietnam Bank for Industry and Trade, is VND 10.646,529 million.

Vietnam Bank for Industry and Trade may apply methods in accordance with international practice to determine its enterprise value: and use independent audit results and annual financial statements as grounds for setting financial matters upon equitization. Vietnam Joint-Stock Bank for Industry and Trade shall continue managing and retrieving outstanding debts and debts with settled risks.

Vietnam Bank for Industry and Trade shall settle financial matters, determine the value of land use rights and the form of land use following equitization, make valuation of other assets and. basing itself on the market supply and demand and other elements at the time prior to the organization of share auction as well as its enterprise value determined by a foreign equitization and valuation consultancy organization, determine the reserve price of shares for initial public offerings.

6. Charter capital and structure of share issuance;

a/Charter capital: VND 13,400.000.000.000 (thirteen thousand four hundred billion Vietnam dong).

b/Form of equitization and structure of share issuance:

Form of equitization: To keep intact the state capital portion and issue shares to attract more capital on the principle that the State holds dominant shares which must not be lower than 51 % of the charter capital.

- The total volume of shares for the initial public offering will account for 20% of the charter capital, in which:

+ Shares to be publicly auctioned and sold to domestic strategic partners: 5% of the charter capital.

+ Shares to be sold at preferential prices to employees: 2.59c of the charter capital.

+ Shares to be sold to the trade union: 2.5% of the charter capital.

+ Shares to be sold for the first time to foreign strategic partners: 10% of the charter capital.

- Shares may be offered on the international market at appropriate time.

7. Selection of strategic investors

a/ Selection of foreign strategic investors:

- Criteria: Being financial institutions operating on a large scale; having strong financial capability and showing good operation and banking administration quality; having successful experience in making investment in the region; having suitable business strategies; possessing high expertise and professionalism in the same operation domains and having no conflict of interests with the development strategy of the Vietnam Bank for Industry and Trade.

- The number of foreign strategic investors must not exceed two.

- The proportion of shares sold to foreign strategic investors through periods must not exceed 20% of the charter capital.

- Shares shall be sold to foreign strategic investors through negotiation in accordance with market principles and legal provisions.

- Foreign strategic investors may join the managerial structure of Vietnam Joint-Stock Bank for Industry and Trade according to law.

b/ The sale of shares to domestic foreign investors complies with the Government's Decree No. 109/2007/ND-CP of June 26,2007, on transformation of enterprises with 100% state capital into joint-stock companies.

c/ Strategic investors must commit themselves to make long-term investment in Vietnam Bank for Industry and Trade and are not allowed to transfer their shares within at least five years after the date Vietnam Joint-Stock Bank for Industry and Trade is granted a business registration certificate.

8. Use of the source of surplus capital gained from the sale of shares: After completing the equitization, Vietnam Joint-Stock Bank for Industry and Trade shall submit to the Prime Minister for decision the plan on the use of surplus capital gained from the sale of shares.

9. The Management Board of Vietnam Joint-Stock Bank for Industry and Trade shall take charge of building and developing Vietnam Joint-Stock Bank for Industry and Trade into a financial group in accordance with international practice and Vietnam's practical conditions.

Article 2.- Organization of implementation 1. The State Bank shall decide on and announce the enterprise value of the Vietnam Bank for Industry and Trade.

2. Vietnam Bank for Industry and Trade shall submit to the Prime Minister for decision the reserve price of its shares for auction and the prices of shares to be sold to foreign strategic investors stated at Point a. Section 7, Article 1 of this Decision.

3. The Ministers of Finance: Planning and Investment; Labor. War Invalids and Social Affairs: Home Affairs; and Justice, the State Bank Governor, heads of concerned agencies, and the Steering Committee for Enterprise Renewal and Development shall, according to their functions and tasks, coordinate with Vietnam Bank for Industry and Trade in performing the above-said tasks.

Article 3.- This Decision takes effect on the date of its signing.

The Ministers of Finance; Planning and Investment; Home Affairs: Labor, Wax Invalids and Social Affairs: and Justice, the State Bank Governor, the head of the Steering Committee for Enterprise Renewal and Development, the Management Board of Vietnam Bank for Industry and Trade, and heads of concerned agencies shall implement this Decision.