Confidence and prosperity Orient Commercial Joint Stock Bank No.: 03 /2014/BC-BKS Ho Chi Minh City, 21st April 2014 REPORT OF THE SUPERVISORY BOARD ON OCB’S OPERATION AND EVALUATION OF 2013 FINANCIAL STATEMENT OCB Annual General Meeting Of Shareholders in 2014 - Pursuant to the functions and duties of the Supervisory Board as defined in the Law on Credit Institutions and the Charter of Orient Commercial Joint Stock Bank (OCB); - Pursuant to the operational rules of the Supervisory Board; - As per financial statements and operation of OCB in 2013. The Supervisory Board would like to report to the General Meeting of Shareholders on the operation of the Supervisory Board and the results of the OCB’s 2013 financial statements as follows: SUPERVISORY BOARD’S OPERATION: I. The OCB Supervisory Board has 5 members, including 3 full-time members. In the year, the Supervisory Board has operated in accordance with the law and regularly exchanged works under the duties of the Supervisory Board. 1) Performing the functions of the Supervisory Board: In 2013, the Supervisory Board performed the functions and duties in accordance with the law, focusing on the following works: - Monitoring compliance with the legal provisions and the OCB Charter in governance and administration, the observance of the accounting regime, conducting periodic evaluation of financial statements as required, notifying the BOD and General Director. - Performing the internal audit function, directing the Internal Audit Department to perform the internal audit plan as approved by the Supervisory Board after discussion with the General Director and with consent of the Chairman of BOD. - Updating and monitoring the list of major shareholders, shareholders who are concerned persons of the BOD members, Supervisory Board members, General Director of OCB as prescribed. - Supervising and overseeing the implementation of editing recommendations of SBV Inspectors, making the reports relating to the Supervisory Board, Internal Audit in accordance with the law and as required by the inspection and supervision authorities of SBV. 2) Performing the internal audit function: Based on the approved 2013 audit plan, Internal Audit Department performed 08 inspections and audits under the program. The units were inspected and audited under the approved plan and plan of adjustment. The plan adjustment was based on the practice in OCB in the second half of the year, evaluation of the risk level of the operations by the time of adjustment, and existing resources of the Internal Audit Department. Through inspection and auditing results, the Internal Audit Department recommended BOD, Supervisory Board, Executive Board and other units a number of problems. In addition to works under the set plan, Internal Audit Department also performed other works according to the functions and tasks such as: Acting as a focal point to coordinate in working with Inspection Teams of SBV at Head Office and Branches in 2013; Other unexpected tasks at the request of leadership. II. IMPLEMENTATION OF THE RESOLUTION GENERAL MEETING OF SHAREHOLDERS OF THE ANNUAL 1. Implementation of targets set in the Resolution of the General Meeting of Shareholders as follows: Table 1: Data of planned items according to the balance sheet as at 31st December 2013 Unit: billion VND Items Total assets Mobilized capital In which: Mobilization from TT1 Total outstanding loans In which: + Outstanding loans: + Corporate bonds Non-performing loans Charter capital Profit before tax Pre-provision operating profit Network Percentage Target of assigned Implementation completion by GMS in in 2013 compared 2013 to the plan in 2013 Percentage of implementation compared to 2012 28,756 24,045 32,795 28,514 114.0% 119.0% 119.6% 127.3% 19,245 18,954 19,903 20,646 103.4% 109.0% 124.00% 119.00% < 3% 4,000 320 20,179 467 2,9% 3,234 321 81.0% 100.0% 105.60% 570 99 619 95 108.60% 96% 111.33% 102.15% 117.00% 311.00% 2. Implementation of the Resolution on profit distribution and fund establishment in 2012 as follows: 2 Funds were established as specified By 31st December 2013, issuance of 10% share (323.4 billion) has not been done (without fee collection) to increase the charter capital from the fund of reserve and addition to the Charter Capital and retained profits to shareholders because the Bank complied the regulations on time of share issuance after its purchase of the treasury shares. III. EVALUATION OF 2013 FINANCIAL STATEMENTS: On basis of 2013 financial statements prepared by the Executive Board, audit reports of International Deloitte Auditing Company, the Supervisory Board would like to report data on financial statements 2013 of OCB to the General Meeting of Shareholders as follows: 1) The balance sheet as at 31st December 2013 Unit: billion VND A/ TOTAL ASSETS Cash and deposits and placements with the State Bank of Vietnam and other credit institutions Securities for business, investment, long term capital contribution Lending to customers Fixed assets and other available assets B/ TOTAL LIABILITIES AND EQUITY 32,795 4,506 6,012 19,974 2,303 32,795 28,830 8,614 19,903 313 1/ LIABILITIES Deposits and placements from other credit institutions Customers’ deposits and other mobilization Other liabilities. 2/ EQUITY Equity and funds Equity of credit institutions Charter capital Treasury shares Share premium Funds of credit institutions Retained earnings (accumulated) 3,965 3,243 3,234 (90) 99 220 502 2) Business results in 2013: Unit: billion VND ITEMS TOTAL OPERATING INCOME TOTAL OPERATING EXPENSE Implementatio Implementatio n in 2013 n in 2012 1,229 1,066 610 510 Compariso n of 2013/2012 115.29% 119.60% 3 Net operating income before credit risk provisions Credit risk provisions TOTAL PROFIT BEFORE TAX Total corporate income tax expense PROFIT AFTER TAX 619 298 321 80 241 556 252 304 74 230 111.33% 118.25% 105.60% 108.00% 104.78% From above data, the Supervisory Board confirms data on the balance sheet and business income 2013 of OCB give a true and fair view in material aspects. IV. COMMENTS ON OPERATION: After monitoring the Bank’s operation in 2013, the Supervisory Board commented as follows: 1. Basically complete business targets, specifically: - Total assets reached 114% of the target - Mobilized capital reached 119% of the target - Total outstanding loans (including 467 billion VND of corporate bonds) reached 109% of the target - Total profit before tax reached 100% of the target - Non-performing loan ratio reached 2.9%, which satisfies the target (<3%) - Operational risk provisions were made fully as specified - Charter capital increase and profit distribution, etc. were not conducted according to the Resolution approved by the General Meeting of Shareholders due to compliance with the laws in purchase of treasury shares. 2. Be active in write-off of non-performing loans, accrued interest, but actually, non-performing loan ratio remained high, mainly focusing on some customers and the Bank is actively addressing by many measures as prescribed by law for quick recovery. 3. Operating expenses rose faster than growth of income, especially personnel costs, other costs, which should be managed strictly and appropriately to the size and development of the Bank. 4. Provisions were made in line with the actual situation; but for the provisions used for risk handling, it is necessary to have the strict treatment plan in order to recover in accordance with the law. 5. Make amendments and explanations of the recommendations of the SBV Inspector in 2012 and 2013. V. ACTION PLAN IN 2014: Based on the orientation of the OCB’s 2014 action plan, the Supervisory Board focus on some important works as follows: 1. Perform a full range of functions and tasks of the Supervisory Board under the provisions of laws and regulations of OCB. 4 2. Supervise and assist in write-off of non-performing loans, bad debts, recovery of accrued interest. 3. Monitor the operational costs, using equity. 4. Approve policies, plans of internal audit in 2013 under the authority of the Supervisory Board. 5. Review the system of internal processes and regulations issued by OCB in the material activities, give comments for completion in accordance with the legal regulations. VI. RECOMMENDATIONS: From the practice of the Supervisory Board, OCB’s business results and financial statements in 2013, the Supervisory Board would like to propose to the General Meeting of Shareholders to: 1. Approve the 2013 financial statements presented by the BOD to the Meeting. 2. Adopt contents presented by the BOD to the Meeting. 3. Facilitate the operations of the Supervisory Board, propose to the GMS to authorize the Supervisory Board to issue and modify rules and regulations as prescribed by the law. The Supervisory Board hereby reports to the GMS on activities of the Supervisory Board, evaluation of financial statements and business results in 2013 of the Bank. Sincerely, FOR THE SUPERVISORY BOARD Head of Board NGUYEN VAN BA 5