DECISION

CONVERSION FROM PARENT COMPANY - VIETNAM OIL AND GAS GROUP INTO A STATE-OWNED SINGLE-MEMBER LIMITED LIABILITY COMPANY

THE PRIME MINISTER

Pursuant to the Law on Government Organization dated December 25, 2001;

Pursuant to the Law on State-owned Enterprises dated November 26, 2003;

Pursuant to the Law on Enterprises dated November 29, 2005;

Pursuant to the Government’s Decree No. 25/2010/ND-CP dated March 19, 2010 on conversion from state-owned companies into single-member limited liability companies and management of state-owned single-member limited liability companies;

In consideration of the request of the Board of Directors of Vietnam Oil and Gas Group,

HEREBY DECIDES:

Article 1. The Parent Company - Vietnam Oil and Gas Group (hereinafter referred to as “Vietnam Oil and Gas Group”) is converted to a state-owned single-member limited liability company. To be specific:

1. Name after conversion:

a) Full name: TẬP ĐOÀN DẦU KHÍ VIỆT NAM (“VIETNAM OIL AND GAS GROUP”)

b) Business name in Vietnamese: TẬP ĐOÀN DẦU KHÍ VIỆT NAM (“VIETNAM OIL AND GAS GROUP”)

c) Business name in English: VIETNAM OIL AND GAS GROUP;

d) Abbreviated name: PETROVIETNAM, symbol: PVN.

2. Type of business entity: single-member limited liability company.

3. Vietnam Oil and Gas Group (hereinafter referred to as “PVN”) has obtained the legal status in accordance with Vietnam’s laws as of the effective date of the enterprise registration certificate, has its own seal and accounts opened at banks as prescribed by law and has the organizational structure and operations carried out in accordance with the Law on Enterprises, relevant regulations of law and its Charter approved by the Prime Minister.

4. Address of headquarters: No. 18 Lang Ha street, Thanh Cong ward, Ba Dinh district, Hanoi city.

5. Business lines:

a) Main business lines:

- Research into, exploration, extraction, transport, processing and storage of oil and gas and coal gas, provision of domestic and international oil and gas services;

- Domestic and international sale and provision of services concerning extraction of crude oil, gas, oil and gas products and products derived from oil and gas;

- Import and export of oil and gas materials and equipment, oil and gas products, petrochemicals;

- Sale and distribution of oil and gas products, petrochemicals;

- Survey, design, construction, operation and repair of constructions and equipment serving petroleum operations and civil purposes;

- Provision of counseling on investment in constructions and equipment serving petroleum operations and civil purposes; production and sale of building materials;

- Investment in, production, processing and sale of biofuels;

- Investment in, production and sale of electricity and fertilizers;

- Extraction of coal and other minerals in foreign countries, signing coal supply or import contracts; cooperation in extraction and domestic sale of coal, transport and storage of coal;

- Production and sale of petrochemicals, provision of counseling on transfer of technology for production and processing of petrochemicals;

- Investment in, production and sale of renewable energy;

b) Business lines in connection with main business lines:

- Finance, securities, banking, insurance;

- Training and providing petroleum human resources; labor export;

- Real estate trading;

- Hospitality industry, office lease;

- Execution of clean energy projects, “clean development mechanism” (CDM);

- Investment in, operation and development of ports, sea, waterway, airway and road transport business, provision of shipping agency services.

The investment in the business lines in connection with main business lines shall made in accordance with applicable regulations.

6. The charter capital at the time of conversion is 177,628,383,625,944 dong (One hundred and seventy-seven trillion, six hundred and twenty-eight billion, three hundred and eighty-three million, six hundred and twenty-five thousand, nine hundred and forty-four dong).

The charter capital shall be adjusted and increased as prescribed by law.

7. The Prime Minister and Ministries shall, with the authorization of the Government, exercise rights and discharge obligations of a representative of state ownership towards PVN.

8. Members of the PVN’s Board of Members shall comply with regulations specified in Article 21 of the Government’s Decree No. 25/2010/ND-CP dated March 19, 2010. The President and members of the PVN’s Board of Members shall keep holding their current position until the Prime Minister appoints a new President and members of PVN’s Board of Members.

9. After being converted into a single-member limited liability company, PVN shall inherit lawful rights, obligations and interests of PVN and solve current issues and issues that arise before conversion.

Article 2. Implementation

1. The Ministry of Industry and Trade shall:

a) direct, inspect, expedite and supervise the implementation of this Decision; promptly report difficulties during the implementation that are beyond its power to the Prime Minister;

b) submit a written request for appointment of PVN’s supervisors to the Prime Minister.

2. The Ministry of Finance shall:

a) take charge and cooperate with the Ministry of Industry and Trade and PVN in adjusting the charter capital in accordance with applicable regulations.

b) submit a written request for amendments to the financial management regulation relevant to changes in organizational structure and operation of PVN;

3. PVN’s Board of Members shall:

a) submit a written request for approval for PVN’s Charter to the Prime Minister;

b) adjust PVN’s charter capital in accordance with applicable regulations;

c) apply for enterprise registration and reapply for registration of ownership of assets of PVN as prescribed;

d) use land allocated to PVN in accordance with applicable regulations;

dd) request the Prime Minister to grant approval for appointment of the General Director of PVN.

4. The General Director of PVN before conversion shall manage PVN until the PVN’s Board of Members appoints a new General Director.

Article 3. This Decision comes into force from the day on which it is signed.

Minister of Industry and Trade, Minister of Finance, Minister of Labor, War Invalids and Social Affairs, Minister of Planning and Investment, Minister of Home Affairs, heads of relevant agencies, Steering Committee for Enterprise Renovation and Development, PVN’s Board of Directors and Board of Members are responsible for the implementation of this Decision.