MBS: Right issue

- Right code: MMIRMBS241
- ISIN code: VNMIRMBS2418
(Effective date of code allocation: 21/08/2024; effective date of code cancellation: 12/09/2024)
- Planned quantity of issued shares: 109,417,498 shares
- Issue price: 10,000 VND/share
- Execution rate: 4:1 (1 share equals to 1 right and to buy 1 new share for 4 rights)
- Principle of rounding, handling fractional shares and unsubscribed shares (if any):
+ Principle of rounding fractional shares: For the fractional shares (if any) arising when shareholders exercise their rights, to ensure that the number of shares issued does not exceed the number offered for sale, the number of shares that shareholders can purchase will be rounded down to the whole number.
+ Principle of handling unsubscribed shares: The remaining undistributed shares include:
(1) The remaining shares due to the shareholders do not exercise their purchase rights;
(2) The fractional shares arising from rounding down when calculating the shares purchased by existing shareholders;
·    The difference in shares arising between the total number of shares requested for issuance (109,417,498 shares) and the total number of shares actually issued with the right exercise ratio of 4:1 will be cancelled;
·    The remaining undistributed shares shall be decided by the General Meeting to be offered for sale to other Investors at an offering price of VND 10,000/share, equal to the offering price to existing shareholders.
·     The General Meeting approves the criteria for selecting other Investors to offer the remaining undistributed shares, and authorizes the Board of Directors to search for and select these Investors, specifically as follows:
Criteria for selecting Investors to offer the remaining undistributed shares:
·     Domestic and foreign organizations and individuals expressing interest, desire and financial capacity to invest in MBS shares;
·     Investors being capable of contributing to the development of MBS;
·     Investors whose business activities do not affect the interests of MBS.
The remaining undistributed shares mentioned above, when offered to other entities according to the decision of the Board of Directors, will be restricted from transfer within 1 year from the date of offering closure
The distribution of unsold shares to other investors must satisfy the conditions under the Enterprise Law 2020, the Securities Law 2019, Decree No. 155/2020/ND-CP and relevant legal provisions, including but not limited to the following conditions:
·     In line with the provisions of Clause 2, Article 195 of the Enterprise Law 2020: “A subsidiary is not allowed to invest in buying shares or contributing capital to the parent company. Subsidiaries of the same parent company are not allowed to simultaneously contribute capital or buy shares to cross-own each other.”
·     Ensuring the offering conditions prescribed in Article 42 of Decree No. 155/2020/ND-CP issued by the Government on 31/12/2020 on detailing the implementation of a number of articles of the Securities Law.
- For example: Shareholder A owns 1,235 shares on the record date for shareholders exercising the right to purchase additional issued shares. With the exercise ratio of 4:1, shareholder A has 1,235 rights to purchase and is entitled to purchase (1,235x1)/4=308.75 shares. After rounding down, the number of shares purchased by shareholder A is 308 shares. The number of fractional shares arising is 0.75 shares. A shareholder owning 1,235 shares will be entitled to purchase 308 additional shares. The number of fractional shares arising is 0.75 shares.
- Regulations on rights transfer:
+ Time period for right transfer: from 21/08/2024 to 30/08/2024
+ Right is transferred once only
- Regulations on subscription:
+ Time period for subscription and payment: from 21/08/2024 to 09/09/2024
+ Subscribed shares are freely transferred
- Payment place:
+ The holders whose shares have been deposited will make right transfer, subscription and payment at at the depository member where they opened depository account.
+ The holders whose shares have not been deposited will make right transfer, subscription and payment at at Head Office, branches of MBS . ID cards have to be presented.
- Information on blockade account for subscription:
+ Account holder: MB Securities Joint Stock Company
+ Account number: 054596103
+ Account opening place: Vietnam International Commercial Joint Stock Bank – Transaction Office.
Schedule for DMs to process right issue with VSDC is detailed in the attached file.
Depository members (DMs) are requested to compare the securities holders’ information in the List generated and sent in the form of Certificate of Authorization by VSDC with the information managed by DMs then send Confirmation (Form 03/THQ) in the form of Certificate of Authorization on the accuracy of the list of shareholders (For DMs who have not completed the connection to VSDC’s terminal-based gateway/ISO-based gateway or where the connection has been disrupted, the Confirmation with Certificate of Authorization shall be sent to thongbaoxacnhan@vsd.vn). In case of rejection due to data errors, VSDC's members are requested to send written notice on details of errors for necessary correction.
Deadline for sending confirmation: by 10h30, 16/08/2024.
If DMs do not send confirmation document by the above deadline, VSDC will consider the list provided to DMs by VSDC accurate and confirmed. In case of arising disputes and losses to shareholders, DMs will have to bear all the related responsibilities.
DMs are requested to fully inform this notice to each investor who has deposited the above shares at DMs within 3 working days from the date on the notice.

SCHEDULE FOR EXECUTION OF RIGHT ISSUE OF SHARES
- Security name: Share of MB Securities Joint Stock Company
- Record date: 14/08/2024
- Deadline for depository members’ submission of Confirmation of securities owners entitled to right issue: by 10.30 am, 16/08/2024
- Time period for right transfer: from 21/08/2024 to 30/08/2024
- Time period for subscription: from 21/08/2024  to 09/09/2024
- Deadline for members' submission of subscription list and making relevant payment to VSDC: 11/09/2024.
Account for cash transferring:
+ Account number: 1220173177
+ Account name: Viet Nam Securities Depository and Clearing Corporation
+ At the bank: Joint Stock Commercial Bank for Investment and Development of Vietnam - Ha Thanh Branch.