NOTICE ON NEW REGULATIONS ON THE OPENING AND USE OF INVESTMENT CAPITAL ACCOUNTS IN VIETNAM

To: Valued Customers

Vietnam Prosperity Joint Stock Commercial Bank (“VPBank”) would like to express our sincere gratitude to Valued Customers for your continued trust in and support of VPBank and for choosing VPBank’s products and services over the years.

The State Bank of Vietnam (“SBV”) has recently issued Circular No. 38/2026/TT-NHNN dated July 31, 2026, prescribing foreign exchange management in respect of foreign investment activities in Vietnam (“Circular 38”). Circular 38 takes effect on August 18, 2026 and replaces Circular No. 06/2019/TT-NHNN dated June 26, 2019, providing guidance on foreign exchange management in respect of foreign direct investment activities in Vietnam (“Circular 06”).

In order to help Valued Customers to understand the key provisions of Circular 38 and ensure compliance with applicable laws in relation to the opening and use of investment capital accounts, VPBank hereby informs Valued Customers of the following: (i) the key provisions of Circular 38; and (ii) certain notes on the opening and use of accounts relating to foreign investment activities in Vietnam at VPBank.

1. Key provisions of Circular 38

a. Change in the account name:

The name “Direct Investment Capital Account” is replaced by “Investment Capital Account” (“ICA”).

b. Entities eligible to open an ICA

Compared with Circular 06, Circular 38 expands the scope of entities eligible to open an ICA, specifically:

    (i) The category of “foreign-invested economic organizations” under Circular 38 replaces the category of “enterprises with foreign direct investment capital” under Circular 06.

    (ii) The scope is expanded to include contractors that are foreign investors under petroleum contracts and agreements in the petroleum sector entered into in the name of the State or the Government of Vietnam with foreign contracting parties.

    (iii) Member enterprises in the International Financial Center in Vietnam (“IFC”) are added as eligible entities.

    (iv) Other entities, such as foreign investors participating in business cooperation contracts (“BCCs”) and foreign investors participating in investment contracts in the form of public-private partnerships (“PPPs”), remain eligible to open ICAs as provided under Circular 06.

c. Permitting the opening of an investment capital account during the investment preparation stage

    (i) A foreign investor establishing an economic organization before completing the procedures for the issuance or amendment of an Investment Registration Certificate (“IRC”open one (1) foreign-currency investment capital account and/or one (1) Vietnam-dong investment capital account before the IRC is issued or amended, at the same authorized bank.

    (ii) During this stage, the ICA may only be used to receive charter capital and interest accrued on the account balance; pay lawful costs relating to pre-investment activities in Vietnam; and refund capital contributions to investors or member enterprises where the investment registration certificate is not granted or adjusted.

    (iii) After the IRC is issued or amended, these entities may open additional investment capital accounts denominated in other foreign currencies in accordance with the provisions of Circular 38 and may use the investment capital account already opened to conduct credit and debit transactions in accordance with Circular 38.

d. Receipts and payments through foreign-currency/Vietnam-dong investment capital accounts (Articles 8 and 9 of Circular 38)

    (i) For foreign-currency investment capital accounts: Circular 38 adds the following receipts and payments, including:

• Receipts of refunded amounts in cases where a transfer is not completed;
• Payments for the remittance of profits and lawful income in foreign currency generated from investment activities from the IFC to other parts of Vietnam by a member enterprise, to the capital account opened at a member bank or to the payment account of the member enterprise opened at an authorized bank;…

    (ii) For Vietnam-dong investment capital accounts: Circular 38 adds the following receipts and payments, including:

• Receipts by transfer of the balance from a previously opened investment capital account to a new investment capital account in the event of a change of investment capital account and/or authorized bank;
• Payments for the purchase of foreign currency by bank transfer for the remittance of profits and lawful income generated from investment activities from the IFC to other parts of Vietnam to the capital account of the member enterprise opened with a member bank;…

e. Additional provisions on the currency used for the valuation and settlement of transfers of investment projects under petroleum contracts

    Circular 38 introduces additional provisions allowing the valuation and settlement of transfers of investment projects under petroleum contracts, and transfers of participating interests and rights and obligations of the contractor under petroleum contracts, between non-resident investors; or between foreign investors in petroleum activities in Vietnam and resident investors may be made in foreign currency. This is a new provision under Circular 38 compared with the previous provisions of Circular 06.

f. Transitional provisions

    (i) In cases where a foreign-invested economic organization opened a payment account to receive charter capital contributions before August 18, 2026, the charter capital contribution amount may be transferred from such payment account to the investment capital account of the foreign-invested economic organization opened in accordance with Circular 38.

    (ii) For investors in petroleum activities: before August 18, 2026, a foreign investor in petroleum activities has opened a payment account to carry out credit and debit transactions relating to foreign investment activities in Vietnam in the petroleum sector in accordance with the law applicable at the time the transactions arose, such account may continue to be used until the opening of the investment capital account in accordance with Circular 38 has been completed. The transfer of the balance, rights and obligations to the investment capital account shall be made by agreement between the customer and the authorized bank, in compliance with applicable foreign exchange management regulations. Within 12 months from 18/8/2026, foreign investors in petroleum activities shall complete the opening of investment capital accounts in accordance with Circular 38.

    (iii) Within 12 months from August 18, 2026, except where an enterprise is using its investment capital account to conduct foreign borrowing and debt repayment transactions or to fulfill lawful payment obligations, enterprises that no longer have foreign investors or member enterprises owning shares or capital contributions in such economic organization, or that are not granted or have their IRC issued or amended in accordance with the law on investment and have returned the capital contribution amount to the foreign investor or member enterprise, shall be required to close the investment capital account in accordance with regulations.

2. Certain notes on the opening and use of accounts relating to foreign investment activities in Vietnam at VPBank

VPBank hereby informs Valued Customers, foreign investors, foreign-invested enterprises, and member enterprises in the IFC of certain notes on the opening and use of investment capital accounts and requirements for fund flow transparency to ensure compliance with regulations on foreign exchange management applicable to foreign investment activities in Vietnam, as follows:

a. Documents, procedures and processes for opening and using an Investment Capital Account

    (i) The opening and use of an investment capital account shall be carried out in accordance with the laws of Vietnam, regulations of the State Bank of Vietnam, and VPBank’s regulations applicable from time to time.

    (ii) Customers are responsible for providing complete, accurate and truthful information, documents and materials as required by law and VPBank for the purposes of opening, managing and using the Investment Capital Account. VPBank will receive, review and provide guidance to customers on completing the required documentation in accordance with applicable regulations.

    (iii) Transactions conducted through an investment capital account must be for the proper purpose, be consistent with the nature of the relevant transaction, and comply with applicable laws and regulations.

b. Requirements for transparency of fund flows

    (i) Customers conducting transactions through an investment capital account must ensure the transparency, control and traceability of fund flows.

    (ii) When transferring funds to an Investor, Member Enterprise or related party, Valued Customers are required to fully record information in each payment instruction, including at least the following:

• Amount transferred;
• Remitter and beneficiary;
• Purpose of the transfer; and
• Relevant documents and supporting evidence as required by law and VPBank.

    (iii) VPBank reserves the right to request customers to provide additional information, documents and supporting materials to verify the legality and validity of the relevant transaction in accordance with applicable regulations.

c. Support information

For detailed guidance regarding the opening and use of investment capital accounts, the execution of related transactions, or other VPBank products and services, Valued Customers may contact:

    (i) VPBank Relationship Manager;

    (ii) VPBank branches/transaction offices nationwide;

    (iii) VPBank Customer Service Center or other official VPBank contact channels.

VPBank is committed to accompanying and supporting customers throughout the process of opening and using Investment Capital Accounts in accordance with applicable laws and VPBank’s regulations from time to time.

VPBank looks forward to receiving your continued cooperation.

Sincerely,

VIETNAM PROSPERITY JOINT STOCK COMMERCIAL BANK (VPBANK)