VIETNAM NATIONAL INDUSTRY - ENERGY GROUP PETROVIETNAM DRILLING & WELL SERVICE CORPORATION DRAFT | SOCIALIST REPUBLIC OF VIETNAM Independence - Freedom - Happiness Ho Chi Minh City, April , 2026 |
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Approval of the contents of the General Meeting of Shareholders
Except as stipulated in Section I.2 below, all matters voted on at the Annual General Meeting of Shareholders ("GMS") shall be deemed approved when they receive affirmative votes representing more than 50% of the total voting shares of all shareholders present and voting at the meeting. Each ordinary share shall carry one vote when calculating the total number of voting shares.
The election of members of the Board of Directors ("BOD") as specified in Section II.3 below shall be conducted by the method of cumulative voting. Accordingly, each shareholder shall have a total number of votes equal to the number of shares they own multiplied by the number of BOD members to be elected. A shareholder may cast all of their votes for one or more candidates. The elected BOD members shall be those receiving the highest number of votes in descending order until the required number of members has been elected. In the event that a tie occurs among candidates and the number of tied candidates exceeds the number of remaining seats to be filled, the GMS shall conduct a re-election among only the candidates receiving the same number of votes to GMS.
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Instruction Procedures of Electronic Voting
Voting to approve the contents of the Meeting is conducted by electronic voting method, including the following contents:
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Approval of the contents of the opening and closing of the Meeting, and of the Reports/ Submissions, including:
The Contents of the Meeting;
The Working Regulations of the Meeting;
List of members of the Vote Counting Committee at the Meeting;
The Voting Rules at the Meeting;
The Minutes of the Meeting;
The 2025 Business performance report and the Business plan for 2026;
The Report of the Board of Directors (BOD) on Operation activities in 2025 and the Implementation plan for 2026;
The Report of the Board of Supervisors (BOS) on Operation activities in 2025 and the Implementation plan for 2026;
The selection of Audit firm for auditing the financial statements in 2026;
The Report of the Audited financial statements in 2025;
The Profit distribution for 2025 and the Profit distribution plan for 2026;
The share issuance plan to increase share capital from equity sources;
The Amendments of PV Drilling's Charter, Internal Regulations on Corporate Governance, and Working Regulations of the BOD;
The Remuneration payment plan for the BOD and the BOS in 2026;
The notification of the maximum foreign ownership ratio.
Voting method:
Shareholders decide to vote by marking on one of the three corresponding boxes: "Affirmative votes" or "Negative votes" or "Abstentions" for each content to be collected Shareholders' opinions.
After that, shareholders click on the "Submit" button to complete the voting.
- Voting on the election of members of the BOD for the 2026-2031 term
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Approval of the contents of the opening and closing of the Meeting, and of the Reports/ Submissions, including:
For the voting contents related to the election of members of PV Drilling's BOD, the voting is carried out by the cumulative voting.
The formula for calculating the number of votes of a shareholder is as follows:
Total votes of a shareholder (Total votes) = (Total shares of a shareholder) x (number of members of the BOD to be elected).
Notes:
Number of members of the BOD to be elected: 03 members.
In order to facilitate the voting, the total number of votes of each Shareholder is displayed by the Online System for each voting content.
Voting method:
Shareholders can cast all or part of the votes within their total number of votes for one, several or all candidates on the list; or divide equally the total votes for all listed candidates in the following options:
+ Option 1: Shareholders shall enter the desired number of votes for each candidate in the corresponding box under the "Full Name of Candidate" field. The system will automatically calculate and display the shareholder's "Remaining Votes," enabling them to decide whether to continue allocating votes to the same candidate or distribute the remaining votes to other candidate(s).
+ Option 2: Shareholders shall tick one or more checkboxes corresponding to the candidate(s) they wish to vote for. The Online System will automatically allocate or evenly distribute the shareholder's total number of votes among the selected candidate(s), based on the formula: "Total number of votes" divided by "Number of candidates selected by the shareholder."
After that, Shareholders click on the "Submit" button to complete the voting.
If Shareholders do not mark or enter the number of votes (blank) for any candidate on the list but Shareholders successfully click on the "Submit" button, the voting of Shareholder in this case shall still be considered valid with zero vote for each candidate.
Validity of Electronic Ballots: A valid electronic ballot is one submitted by a Shareholder or their duly authorized representative(s) who participates in the vote and selects a voting option (except in cases where the shareholder does not tick any option nor enter any number of votes for any candidate on the list but successfully clicks the "Submit" button in accordance with Section II). The ballot must be submitted through the online voting system within the prescribed timeframe. Voting results shall be calculated based on the total number of valid electronic ballots.
Shareholders or their duly authorized representative(s) who attend the Meeting in person and/or log in successfully to attend the Meeting but do not cast their votes (i.e., do not tick any option - except in cases where the shareholder does not tick any option nor enter any number of votes for any candidate on the list but successfully clicks the "Submit" button in accordance with Section II) and/or fail to click the "Submit" button to complete the voting process shall be recorded as attending the Meeting but not voting on the relevant matter. The votes of such shareholders shall not be counted in the total number of votes cast for that matter.
Shareholders or their duly authorized representative(s) cannot change voting results after Shareholders successfully clicked on the "Submit" button on the Online System. For voting contents that change or arise while the Meeting takes place, Shareholders or their duly authorized representative(s) shall make additional votes for such changed and arising contents. In case Shareholder is unable to make additional voting, Shareholder is considered to attend the Meeting but not voting. Other contents previously voted by Shareholders remain unchanged.
From the Closing time of voting for each content to be collected Shareholders' opinions at the Meeting, the Online System shall lock the function to vote on that content and Shareholders or their duly authorized representatives cannot conduct the voting on the locked content.
Voting contents are considered to be approved by the General Meeting of Shareholders at the Meeting if they are approved in accordance with the above provisions.
ON BEHALF OF PV DRILLING'S BOARD OF DIRECTORS Chairman Mai The Toan