Resolution of the Board of Management of FPT Software Joint Stock Company

- Pursuant to the Enterprise Law of The Socialist Republic of Vietnam;

- Pursuant to the Charter of FPT Software Joint Stock Company;

- Pursuant to the Meeting Minute No. 180709-BB/HDQT/FSOFT dated 18^th July 2009 of the Board of Management.

The Board of Management of FPT Software Joint Stock Company met, discussed and approved the following issues:

Article 1: Cutting benefit quota for growth investment:

• Approve the cut of 10% of interest quota in 2009 for growth investment by investing in resources and post-crisis-opportunities.
• Assign the General Director to execute the said.

Article 2: Registration of Fsoft’s stock to be listed in UpCom market:

• Approve the decision to list the stock of FPT Software Joint Stock Company in the Upcom market.
• Assign the Board Chairman to decide the time of the official listing.

Article 3: Approval of amended charter:

• Approve the amendment of section 7.1 in the Charter of FPT Software Joint Stock Company.
• Content of the amendment:

In current charter: “If the Shareholders are no longer working for the Company within the above- mentioned period, they must resell to the Company all of their employee preference shares and other shares derived from them and benefit a part of the dividend of the year in cash equivalent to the time of their contribution decided by the Board of Directors. The employee preference shares sold to the Company shall be reconverted into common shares”

Shall be changed into: “If the Shareholders are no longer working for the Company within the above- mentioned period, the Company has the right to buy all of these employee preference shares and other shares derived from them and pay a part of the dividend of the year in cash equivalent to the time of their contribution. The employee preference shares bought by the Company shall be reconverted into common shares”

• Approval of shareholders on these amendments should be sent by post.

On behalf of the Board of Management

Chairman

(Signed)

Nguyen Thanh Nam