BIDV Insurance Corporation

In the Meeting, BIC reported and consulted the Shareholders’ Committee on six major issues, as of follows:

- Business results in 2014 and the period of 2010-2014, business plans for 2015.

- Financial settlement, distribution of after-tax profit and dividend yield rate in 2014.

- Operational results of the Board of Directors and Board of Supervisors for the period of 2010-2015, objectives and orientation of Board of Directors and Board of Supervisors in 2015 and for the term 2015-2020.

- Report on remuneration and salaries of the members of Board of Directors and Board of Supervisory in 2014 and the plan for 2015.

- Adjustments in the plan of issuing private securities to strategic shareholders.

- Human resource plan of Board of Directors and Board of Supervisors for the term 2015-2020.

Regarding BIC’s performance in 2014, CEO Tran Hoai An said, BIC maintained its 7th market share holding position. BIC’s insurance revenue from separate account was approximately 1,116.447 billion VND, a growth rate of 25.2% compared to the same period last year, of which, direct written premiums reached 991.163 billion VND, an increase of 25.5% (while the non-life insurance market growth rate was 12.45%). BIC’s income before tax achieved 111.026 billion VND, a decrease of 2% compared to 2013. According to BIC’s CEO, 2014’s revenue increased significantly due to the adoption of many policies to adjust and promote business results, in which, BIC maintained the claim rate safely under 40%. The profit saw a slight decrease compared to last year mainly due to the decrease in the interest rate of deposits and bonds. However, BIC’s CEO regarded 2014 as the first year BIC achieved profit from its insurance business after several years of suffering losses.

Additionally, BIC also achieved other remarkable results such as: being assessed by one of the top insurance rating organization A.M.Best with its financial strength rated at B+, long-term credit rated at bbb- with rating upgrade prospect is Stable; establishing and putting in operation 3 new wholly-owned subsidiaries, which effectively increased the capacity for exploiting business and met customer demands for the entire system; partnered with BIDV in capital contribution; and officially put BIDV MetLife Life Insurance Ltd into operation since November 2014…

With the 2014’s results, the growth rate of BIC’s insurance revenue in the period of 2011-2014 reached an average of 19.2%. This growth rate was higher than that of the top 5 leading insurance companies (PVI, Bao Viet, Bao Minh,PJICO and PTI).

Regarding the plan to increase charter capital by issuing private securities to foreign strategic investors, Chairman of Board of Directors Pham Quang Tung reported to the shareholders on the process of meeting and selecting foreign investors starting since August 2014. “With BIC’s passion and the enthusiasm of the consultants, BIC has met many investors from Korea, European Union, North America, Japan… As there are many positive factors such as recovery signs of Vietnam economy and high growth rate of the non-life insurance market, being one of the most efficient public companies in this industry; being a subsidiary of BIDV and having access to a large customer database and branch network through the Asia Pacific, possessing an efficient corporate governance, the investors highly appreciate the investment opportunities on BIC”, Chairman of BIC’s Board of Directors said.

After meeting with the foreign investors, BIC’s Board of Directors propose to increase the volume of private stocks for offering from 30% to 35% due to the following reason: the strategic shareholders themselves want to hold a larger volume of shares to enhance the commitment and achieve the success they build. Besides, 35% will not reduce the benefits of the current shareholders while improving BIC’s financial strength, achieving surplus in equity capital, increasing sales and retained profits. After this offering completes, BIDV will retain a minimum holding of 51% at BIC. BIC’s Committee of Shareholders was advised to authorize Board of Directors regarding the negotiations of relating matters with the highest priority is to protect the common interests of BIC and its shareholders as well as comply with the Law of Vietnam. “The offering price to strategic investors is a priority but it is not the highest, the importance is that the strategic investors must provide us with value, competitiveness and breakthrough development”, Chairman of BIC’s Board of Directors said.

With the new equity capital from the offering to strategic shareholders, BIC expects to raise charter capital to 1,000 billion VND, becoming one of the four non-life insurance companies with the largest capital in the market. Chairman of BIC’s Board of Directors said, the negotiation currently almost completes, upon the authorization of the Shareholders’ Committee, BIC will accelerate the progress of negotiation and announce the Strategic investor as well as sign the relating contracts in the earliest time.

After completing the transaction, BIC will hold an Extraordinary General Meeting to elect additional representatives of the Strategic investors for the Board of Directors, Board of Supervisors for the term 2015-2020 (2 members for the Board of Directors and 2 members for the Board of Supervisory). Thus, with the joining of the representatives of the Strategic investor, BIC’s Board of Directors will increase its members from 5 to 7, Board of Supervisors will increase from 3 to 5 members.

All 6 major issues were agreed by all shareholders attending the Meeting with the approval rate of 100%.

At the Meeting, the shareholders had proceeded to elect new members of the Board of Directors and Board of Supervisors for the term 2015-2020, the results as follows:

Board of Directors:

- Mr. Pham Quang Tung – Chairman (Approval rating of 103.36%)

- Mr. Tran Hoai An – Member (Approval rating of 99.16%)

- Mr. Vo Hai Nam – Member (Approval rating of 99.11%)

- Ms. Nguyen Thi Quynh Giao – Member (Approval rating of 99.11%)

- Ms. Dang Thi Hong Phuong – Member (Approval rating of 99.11%)

Board of Supervisors:

- Mr. Cao Cu Tri – Head of the board (Approval rating of 99.96%)

- Mr. Nguyen Trung Kien – Member (Approval rating of 99.97%)

- Mr. Nguyen Thanh Cong – Member (Approval rating of 99.97%)

In the discussion, the shareholders expressed their concern and expectation to BIC’s business results such as BIC’s development orientation in 2015 in the context where real estate market showing recovery signs, development orientation in overseas markets, priority of product categories BIC will develop, the impact of the increase on transportation insurance in 2015 on BIC’s business, the difference in numbers after the inspection of Ministry of Finance and Inspector of General Department of Taxation, remuneration of Board of Directors and Board of Supervisors... Board of Directors and Board of Management responded to these issues with the spirit of open-mind and transparency.

With results achieving in the Meeting, in 2015, BIC plan to achieve 17% growth rate in revenue. In particular, BIC’s direct premium revenue intends to reach 1,305 billion VND, including 1,159 billion from premium insurance revenue and 145 billion from reinsurance revenue. The targeted claim rate is 40%. In 2015, BIC plan to achieve consolidated revenue of 147 billion VND, an increase of 6.5%. The dividend yield rate is expected to be 10%. BIC also expect to maintain its financial rating. These plans shall be adjusted accordingly when BIC officially issue shares to strategic shareholders. In overseas markets, BIC plan to complete the transaction of transferring capital at CVI; increase the charter capital of LVI to 5 million USD, promoting business at Laos market; and put the Representative office at Myanmar in operation.