PGB: 1st Right Issue
Viet Nam Securities Depository and Clearing Corporation (VSDC) would like to announce the record date of corporate action processing for the Securities registering institution as follows:
+ Right code: MIRPGB261
+ ISIN code: VNMIRPGB2617
(Effective date of code allocation: 15/10/2026; effective date of code cancellation: 09/11/2026)
+ Planned quantity of issued shares: 150,000,000 shares
+ Issue price: VND 10,000/share
+ Execution rate: 100,000 : 20,472 (shareholders are entitled to 1 right for each share that they own and to buy 20,472 new shares for every 100,000 rights).
- Principle of rounding, handling fractional shares and unsubscribed shares (if any):
+ Principle of rounding: For fractional shares (if any) arising when exercising rights, to ensure that they do not exceed the number of shares offered to existing shareholders, the number of additional shares offered to existing shareholders will be rounded down to the whole number.
+ Principle for handling fractional shares, unsubscribed shares: The remaining shares that have not been fully distributed to existing shareholders in each issuance (including fractional shares arising due to rounding, the remaining shares due to shareholders not exercising their rights and the remaining shares that have not been issued due to other reasons, the difference between the total number of shares registered for offering and the total number of shares actually subscribed by shareholders) will be offered by the Board of Directors (BoD) to other investors (including other existing shareholders) at an offering price not lower than the offering price for existing shareholders exercising their purchase rights and ensuring compliance with relevant legal regulations, including but not limited to regulations on foreign ownership ratio at the Bank, or terminate the offering according to the decision of the BoD.
The General Meeting assigns/authorizes the BoD to decide the offering, establish criteria and select other investors who want to buy the remaining undistributed shares.
Criteria for selecting Investors to offer the remaining undistributed shares:
ü Domestic institutions and individuals who express interest, desire and have sufficient financial capacity to invest in PGBank shares.
ü Investors who are able to contribute to the development of PGBank.
ü Investors who do not have business activities that affect the interests of PGBank.
The detailed method for distributing the remaining undistributed shares is as follows:
- For the 1st batch: The remaining shares not fully distributed to existing shareholders in the 1st batch shall be handled as follows: (i) the BoD shall continue to distribute such shares to other investors; if there are any remaining shares, they shall be further distributed in the 2nd batch; or (ii) all remaining shares not fully distributed in the 1st batch shall be further distributed in the 2nd batch;
- For the 2nd batch: The remaining shares not fully distributed to existing shareholders in the 2nd batch shall be handled as follows: (i) the BoD shall continue to distribute such shares to other investors; upon expiry of the period for further distribution, the BoD shall decide to cancel the remaining shares (if any) and terminate the offering; or (ii) the BoD shall decide to cancel all remaining shares not fully distributed in the 2nd batch and terminate the offering.
The distribution of unoffered shares to other investors must satisfy the conditions under the 2020 Enterprise Law, the 2019 Securities Law, Decree No. 155/2020/ND-CP and relevant legal provisions, including but not limited to the following conditions:
ü Comply with the provisions of Clause 2, Article 195 of the 2020 Enterprise Law: “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”.
ü Ensure the offering conditions prescribed in Article 42 of Decree No. 155/2020/ND-CP issued by the Government on December 31, 2020 detailing the implementation of a number of articles of the Securities Law.
In case the time limit for distributing shares as prescribed by applicable laws (including the extension period, if any) expires and the shares have not been fully distributed, the number of shares that have not been fully distributed will be cancelled and the BoD will decide to end the offering.
- For example: On the record date, shareholder A owns 888 shares and will be entitled to 888 rights. At that time, the number of additional shares offered for sale that shareholder A can buy is as follows: (888x20,472)/100,000 = 181.79 shares. After rounding down to the whole number, the number of shares that shareholder A is entitled to buy is 181 shares.
- Regulations on rights transfer of the 1st batch:
+ Time for transfer of right issue: From 15/10/2026 to 28/10/2026.
+ The right issue can be transferred 01 (one) time.
- Regulations on subscribed securities of the 1st batch:
+ Time to register to subscription and payment: From 15/10/2026 to 04/11/2026.
+ The subscribed securities are freely transferable.
- Place for implementation:
+ The holders whose shares have been deposited have to make transfer of purchase right, subscription and payment 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 Prosperity and Growth Commercial Joint Stock Bank.
ü Address: Office of the Board of Directors - Prosperity and Growth Commercial Joint Stock Bank - 6th Floor, Thanh Cong Building, P-D17 land plot, Cau Giay urban area, Cau Giay ward, Hanoi city.
ü Phone: 024.62811298. Email address: vphdqt@pgbank.com.vn
Notes for shareholders when making payment:
ü Individual shareholders can pay in cash or transfer money to the blocked account for purchasing securities according to the information on the blockade account for subscription below.
ü Institutional shareholders transfer money (not in cash form) to the blockade account for subscription below.
- Information on blockade account for subscription:
+ Account holder: Prosperity and Growth Commercial Joint Stock Bank.
+ Account number: 1060806688
+ Account opening place: Vietcombank - Hanoi Branch.
- Investors purchasing shares of Prosperity and Growth Commercial Joint Stock Bank. (PGBank) shall fully perform their obligations as shareholders in accordance with Article 62 of the Law on Credit Institutions in 2024, Article 12, Circular No. 50/2025/TT-NHNN dated 24/12/2025 of the Governor of the State Bank of Vietnam stipulating the dossiers, procedures and order for approving a number of changes of commercial banks and foreign bank branches and other relevant legal documents, in which investors have to:
+ Be responsible before the law for the legality of the capital sources for contributing, purchasing, and receiving transfer of shares at PGBank; do not use capital sources provided by credit institutions, foreign bank branches, capital sources from issuing corporate bonds to purchase or receive transfer of shares of PGBank; do not contribute capital or purchase shares of PGBank under the name of other individuals or legal entities in any form, except in cases of entrustment as prescribed by applicable laws; shareholders who receive investment entrustment for other organizations or individuals have to provide PGBank with information about the real owners of the shares they receive investment entrustment for at PGBank. PGBank has the right to suspend the shareholder rights of these shareholders in case they are found not to provide authentic information about the real owners of the shares.
+ Be responsible for complying with the provisions of the Law on Credit Institutions in 2024 on the limit on share ownership of shareholders, shareholders and related persons.
+ Be Responsible for complying with legal regulations on major shareholders, major shareholders and related persons.
- Information on VSDC's account for cash transferring:
+ Account name: Viet Nam Securities Depository and Clearing Corporation
+ Account number: 1220173177
+ At the bank: Bank for Investment and Development of Vietnam – Ha Thanh Branch.
Coordination details and procedures for corporate action processing for holders of the above securities between VSDC, the Securities registering institution and depository members are specified in the Guideline on corporate action processing for securities holders at VSDC
Prosperity and Growth Commercial Joint Stock Bank and the parties involved in the process of preparing the dossier, documents of corporate action processing are fully responsible before the law for the legality, accuracy, truthfulness and completeness of the dossier; Institutions and individuals participating in the confirmation of records and documents shall be legally responsible within the scope related to such records and documents as prescribed in Clause 1, Article 11a of the Securities Law No. 54/2019/QH14 dated 26/11/2019, supplemented by Clause 4, Article 1 of Law No. 56/2024/QH15 dated 29/11/2024.
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