Vietcombank plans capital hike, seeks approval to set up subsidiary at Vietnam’s International Financial Center

Vietnam’s largest listed lender Vietcombank said it plans to further raise capital and seek shareholder approval to establish a wholly-owned subsidiary at Vietnam’s International Financial Center, as it prepares for a new growth phase.

The bank (HoSE: VCB) said March 24 would be the record date for shareholders eligible to attend its 2026 AGM, scheduled for April 24. Key agenda items include business performance reviews, profit distribution for 2025, remuneration plans, and capital-related proposals.

Vietcombank said it will submit to shareholders a plan to set up a 100%-owned commercial bank operating at Vietnam's International Financial Center, alongside a proposal to increase charter capital using retained reserves.

In 2025, the bank issued bonus shares at a record ratio of 49.5%, lifting its charter capital to VND83.56 trillion ($3.19 billion) from VND55.9 trillion and reclaiming the top position in the banking system by capital size.

By the end of 2025, Vietcombank’s equity and funds totalled nearly VND227.54 trillion ($8.68 billion), including more than VND102.02 trillion in undistributed profits, providing ample room for further capital expansion.

Earlier this year, the lender began preparations for a private placement of 543.1 million shares, equivalent to up to 6.5% of outstanding shares, following shareholder approval at its 2025 AGM.

The shares will be offered to a maximum of 55 professional institutional investors, which may include existing shareholders. Vietcombank’s strategic shareholder is Japan’s Mizuho Bank.

The offering price will be set based on three criteria, and must not be lower than the bank’s book value, the valuation determined by an independent appraiser, and the average closing price of VCB shares over 10 consecutive trading days prior to investors confirming their purchase, or the most recent market closing price, the bank said.

Shares issued under the private placement will be subject to transfer restrictions of three years for strategic investors and one year for professional securities investors.

The Vietnamese state currently holds a 74.7% stake in Vietcombank, while Mizuho Bank owns 14.96%.

Vietcombank said that if Mizuho increases its stake to 20% through the placement, it would be entitled to nominate one additional board member, bringing its total representation to no more than two seats.

Other foreign investors holding at least 5% would be allowed to nominate one board member, subject to approval from the State Bank of Vietnam.

The capital-raising plan comes as Vietnam steps up efforts to strengthen state-owned banks.

Earnings growth seen rebounding

Vietcombank posted net profit of nearly VND35.2 trillion ($1.34 billion) in 2025, up 4%, marking a second consecutive year of sub-5% earnings growth.

According to the research unit of major broker SSI Securities, Vietcombank's profit growth in 2024-2025 was pressured by narrowing net interest margins and slower fee income. The ceditor's management has guided for profit growth of 5-10%.

The brokerage expects 2026 to mark a return of Vietcombank to double-digit earnings growth, driven by credit growth of around 14%, a modest recovery in margins, stronger fee income from trade finance, foreign exchange and infrastructure-related services, stable cost control, and lower provisioning pressure amid solid asset quality.