SHB: 2012 Corporate Governance Report Saigon - Hanoi Commercial Joint Stock Bank (SHB) disclosed its 2012 corporate goverance report with the following contents: The lender reported the attendance of the members of its Board of Directors (BOD) at meetings as follows: No. Names Title Attendance Rate Reasons for not attending 1 2 Do Quang Hien 3 4 5 Tran Ngoc Linh Pham Hong Thai Dam Ngoc Bich Chairman Member cum general director Member Member Member 6 Pham Ngoc Tuan Member 3 75% Appointed 05/05/2012 3 75% Appointed 05/05/2012 1 25% Appointed 05/05/2012 1 25% Resigned 05/05/2012 1 25% Resigned 05/05/2012 Nguyen Van Le 7 9 Nguyen Van Hai Independent member Independent member Member 10 Than Thoai Member Le Quang Thung 8 Le KIen Thanh 4 4 100% 100% 4 2 3 100% 50% 75% Appointed 05/05/2012 Resigned 05/05/2012 The bank’s BOD passed 32 resolutions/decisions in the year. No. Board Resolution No. Date Content 1 No. 01/NQ-HDQT 30/01/2012 2 No. 02/NQ-HDQT 01/02/2012 Establish Soc Trang Branch 3 No. 03/NQ-HDQT 23/02/2012 Approving the plan of AGM 2012 4 No. 04/NQ-HDQT 23/02/2012 Using valuable papers as guarantee for SHB’s loan. 5 No. 05/NQ-HDQT 14/03/2012 Delay holding AGM 2012 6 No. 06/NQ-HDQT 26/03/2012 Establish Tien Giang Branch 7 No. 07/NQ-HDQT 28/03/2012 Extend credit for customers 8 No. 08/NQ-HDQT 11/04/2012 Delay holding AGM 2012 9 No. 09/NQ-HDQT 12/04/2012 10 No. 10/NQ-HDQT 25/04/2012 11 No. 11/NQ-HDQT 07/05/2012 - Cancel Board Resolution No. 22/NQ-HDQT on 9/11/2011 about the establishment of Soc Trang Branch. Approving list of candidates for electing members of the BOD and Supervisory Board in term 2012-2017 Supplement candidates for electing members of the BOD and Supervisory Board in term 2012-2017 Using fixed assets as guarantee for SHB’s proceeds. 12 No. 12/NQ-HDQT 15/05/2012 Change in address of Lao Cai Branch 13 No. 13/NQ-HDQT 15/05/2012 Credit granting for customers 14 No. 14/NQ-HDQT 25/05/2012 15 No. 15/NQ-HDQT 14/06/2012 16 No. 16/NQ-HDQT 23/06/2012 17 No. 17/NQ-HDQT 29/06/2012 18 No. 1/NQ-HDQT 05/07/2012 19 19/NQ-HĐQT 28/8/2012 Approving the decision for unsold shares 20 20/NQ-HĐQT 29/8/2012 Remuneration for the BOD and Supervisory Board 21 21/NQ-HĐQT 29/8/2012 Remuneration for the BOD and Supervisory Board 22 22/NQ-HĐQT 11/9/2012 Defining type of stock and Depositing stock 23 23/NQ-HĐQT 25/10/2012 Managing SHB’s capital at Binh An Seafood JSC 24 24/NQ-HĐQT 25/10/2012 Settling debt involved HBB and Binh An Seafood JSC 25 25/NQ-HĐQT 25/10/2012 Electing members for the BOD and Supervisory Board of Authorize signing Note Trading Contract, Mortage Contract and relative documents Change in address of Bac Ninh Branch Approving Prospectus and Register Document for Issue stocks to prepare merge HBB into SHB. Assign representative capital of Ho May Investing, Counsulting and Services JSC at Binh An Seafood JSC Plan of deal with odd lot shares and unsold shares when issue stocks to merge HBB into SHB. Binh An Seafood JSC 26 26/NQ-HĐQT 6/11/2012 Defining type of deposited stock (of Deutsche Bank) 27 27/NQ-HĐQT 30/11/2012 Change in name and address of SHB Han Thuyen Branch 28 28/NQ-HĐQT 14/12/2012 Establishing Saigon – Hanoi Laos Bank One member Limited 29 29/NQ-HĐQT 14/12/2012 Establishing Saigon – Hanoi Cambodia Bank One member Limited 30 30/NQ-HĐQT 14/12/2012 Appointed representative of Saigon – Hanoi Laos Bank One member Limited 31 31/NQ-HĐQT 14/12/2012 Appointed representative of Saigon – Hanoi Cambodia Bank One member Limited 32 32/NQ-HĐQT 28/12/2012 Adjusting remuneration for the BOD and Supervisory Board The change of BOD members for 2012-2017 period No. Name Title 1 Do Quang Hien Chairman Reappointed for term 2012-2017 since 05/05/2012 2 Tran Ngoc Linh Member Reappointed for term 2012-2017 since 05/05/2012 3 Nguyen Van Le Member, General Notes Reappointed for term 2012-2017 since 05/05/2012 Director 4 Dam Ngoc Bich Member Appointed for term 2012-2017 since 05/05/2012 5 Pham Ngoc Tuan Member Appointed for term 2012-2017 since 05/05/2012 6 Le Quang Thung Member Appointed for term 2012-2017 since 05/05/2012 7 Pham Hong Thai Member Appointed for term 2012-2017 since 05/05/2012 Transactions of insiders and related persons No. Name Relation Shareholding with insider at the Shareholding at the end Reason (buy, beginning of the term of the term sell, transfer, Share Share Percentage Percentage dividend, bonus share...) Sibling of 1 Do Thi Thu Ha Chair of the Board 10,000 0.0021% 12,838,100 1.448% Buy and Bonus shares Other transactions: SHB Debt Management and Asset Development One Sole Member Company Limited – Subsidiary company of SHB – acquired 195,700 SHB shares and disposed 195,700 SHB shares in first 6 months 2012.