China Merchants Bank : ·SUPPLEMENTAL NOTICE OF THE 2018 ANNUAL GENERAL MEETING

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招商銀 行股份有 限公司

CHINA MERCHANTS BANK CO., LTD.

(a joint stock company incorporated in the People's Republic of China with limited liability)

(H Share Stock Code: 03968)

(Preference Share Stock Code: 04614)

SUPPLEMENTAL NOTICE OF

THE 2018 ANNUAL GENERAL MEETING

China Merchants Bank Co., Ltd. (the "Company") published, amongst others, the notice of the 2018 annual general meeting (the "2018 Annual General Meeting" or "General Meeting") of China Merchants Bank Co., Ltd. (the "Notice") on 10 May 2019. Thereafter, upon consideration and approval by the 27th meeting of the Tenth Session of the board of Supervisors of the Company (the "Board of Supervisors") held on 30 May 2019, the sub-resolution regarding "Election of Mr. Jin Qingjun as external Supervisor of the Company" under the "Resolution regarding the Election of Shareholder Supervisors and External Supervisors of the Eleventh Session of the Board of Supervisors of China Merchants Bank", which was previously presented at the General Meeting for consideration, was revoked. Meanwhile, the Board of Supervisors considered and approved the "Proposal regarding Addition of Mr. Xu Zhengjun as Candidate for External Supervisor of the Eleventh Session of the Board of Supervisors". The "Proposal regarding Addition of Messrs. Sun Yunfei and Wang Daxiong as Candidates for Directors of the Eleventh Session of the Board of Directors" and the "Proposal regarding Addition of Mr. Tian Hongqi as Candidate for Independent Director of the Eleventh Session of the Board of Directors" were considered and approved by the 45th meeting of the Tenth Session of the board of Directors of the Company (the "Board of Directors") held on 30 May 2019. Subsequently, the "Proposal regarding the General Mandate to issue Write-down Undated Capital Bonds" was considered and approved by the 46th meeting of the Tenth Session of the Board of Directors held on 3 June 2019. Pursuant to the relevant requirements of the relevant laws and regulations such as the Company Law of the People's Republic of China and the Articles of Association, China Ocean Shipping Company Limited and China Merchants Finance Investment Holdings Co., Ltd., both being Shareholders holding more than 3% of the total issued Shares with voting rights in the Company, proposed the "Interim Proposal Regarding the Addition of Candidates for Directors of the Eleventh Session of the Board of Directors and Candidate for Supervisor of the Eleventh Session of the Board of Supervisors of China Merchants Bank" and the "Interim Proposal Regarding the General Mandate to Issue Write-down Undated Capital Bonds" respectively on 4 June 2019 as entrusted by the Board of Directors and the Board of Supervisors of the Company and submitted the above proposals in writing to the Board of Directors, and proposed the Board of Directors to submit such interim proposals for consideration and approval at the 2018 Annual General Meeting. For details, please refer to the supplemental circular of the Company dated 11 June 2019.

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In addition, based on the calculation by the Company in accordance with the written replies received 20 days prior to the date of convening the 2018 Annual General Meeting, the number of Shares with voting rights represented by the Shareholders who intend to attend the 2018 Annual General Meeting (including their proxies) would be less than one half of the total issued Shares with voting rights in the Company. Pursuant to the stipulation under Article 87 of the Articles of Association, the Company is required to make an indicative announcement as to matters regarding the convening of the 2018 Annual General Meeting.

In view of the above, the Company hereby announces supplemental details regarding the convening of the 2018 Annual General Meeting as follows:

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the Company has decided to hold the 2018 Annual General Meeting of the Company at 9:00 a.m. on Thursday, 27 June 2019. The following resolutions will be considered and, if thought fit, passed by way of ordinary resolutions and special resolutions at the 2018 Annual General Meeting. Other than the cancellation of resolution and the addition of interim proposals mentioned above as well as the corresponding adjustments to the serial numbers of the relevant resolutions, other matters on the original notice of the General Meeting of the Company dated 10 May 2019 shall remain unchanged.

ORDINARY RESOLUTIONS

1. Work Report of the Board of Directors for the year 2018;
2. Work Report of the Board of Supervisors for the year 2018;
3. Annual Report for the year 2018 (including the Audited Financial Report);
4. Audited Financial Statements for the year 2018;
5. Proposal regarding the Profit Appropriation Plan for the year 2018 (including the distribution of final dividend);
6. Resolution regarding the Engagement of Accounting Firms and their Remuneration for the year 2019;
7. Related Party Transaction Report for the year 2018;
8. Resolution regarding the Election of Members of the Eleventh Session of the Board of Directors of China Merchants Bank;
9. 1. Election of Mr. Li Jianhong as Non-executive Director of the Company;
   2. Election of Mr. Fu Gangfeng as Non-executive Director of the Company;

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1. Election of Mr. Zhou Song as Non-executive Director of the Company;
2. Election of Mr. Hong Xiaoyuan as Non-executive Director of the Company;
3. Election of Mr. Zhang Jian as Non-executive Director of the Company;
4. Election of Ms. Su Min as Non-executive Director of the Company;
5. Election of Mr. Luo Sheng as Non-executive Director of the Company;
6. Election of Mr. Tian Huiyu as Executive Director of the Company;
7. Election of Mr. Liu Jianjun as Executive Director of the Company;
8. Election of Mr. Wang Liang as Executive Director of the Company;

1. Election of Mr. Leung Kam Chung, Antony as Independent Non-executive Director of the Company;
2. Election of Mr. Zhao Jun as Independent Non-executive Director of the Company;
3. Election of Mr. Wong See Hong as Independent Non-executive Director of the Company;
4. Election of Mr. Li Menggang as Independent Non-executive Director of the Company;
5. Election of Mr. Liu Qiao as Independent Non-executive Director of the Company;

9. Resolution regarding the Election of Shareholder Supervisors and External Supervisors for the Eleventh Session of the Board of Supervisors of China Merchants Bank;

1. Election of Mr. Peng Bihong as Shareholder Supervisor of the Company;
2. Election of Mr. Wu Heng as Shareholder Supervisor of the Company;
3. Election of Mr. Wen Jianguo as Shareholder Supervisor of the Company;
4. Election of Mr. Ding Huiping as external Supervisor of the Company;
5. Election of Mr. Han Zirong as external Supervisor of the Company;

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SPECIAL RESOLUTIONS

1. Proposal regarding the amendments to the Articles of Association of China Merchants Bank Co., Ltd.;
2. Proposal regarding the General Mandate to issue Shares and/or deal with Share Options;

ORDINARY RESOLUTIONS

1. Proposal regarding the Mid-term Capital Management Plan of China Merchants Bank (2019-2021);
2. Proposal regarding the Addition of Directors of the Eleventh Session of the Board of Directors and Supervisor of the Eleventh Session of the Board of Supervisors;
   13.01 Election of Mr. Sun Yunfei as Non-executive Director of the Company;

13.02 Election of Mr. Wang Daxiong as Non-executive Director of the Company;

13.03 Election of Mr. Tian Hongqi as Independent Non-executive Director of the Company;

13.04 Election of Mr. Xu Zhengjun as external Supervisor of the Company;

SPECIAL RESOLUTION

14. Proposal regarding the General Mandate to issue Write-down Undated Capital Bonds.

Notes:

1. For details of the resolutions to be considered and approved at the 2018 Annual General Meeting and other relevant matters, please refer to the circular and the supplemental circular of the Company dated 10 May 2019 and 11 June 2019, respectively.
2. The second proxy form
3. 1. The second proxy form for the 2018 Annual General Meeting (the "Second Proxy Form"), which supersedes the proxy form for the 2018 Annual General Meeting issued by the Company along with the Notice dated 10 May 2019 (the "Original Proxy Form"), has been prepared and is enclosed with this supplemental notice.

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1. Whether or not you are able to attend the 2018 Annual General Meeting, you are requested to complete the accompanying Second Proxy Form in accordance with the instructions printed thereon and return the same to the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong as soon as practicable and in any event not less than 24 hours before the time appointed for the convening of the 2018 Annual General Meeting or any adjournment thereof (as the case may be) (the "Closing Time"). Completion and return of the Second Proxy Form will not preclude the shareholders of the Company from attending and voting in person at the 2018 Annual General Meeting or any adjournment thereof.
2. H shareholder who has not yet lodged the Original Proxy Form with the Company's H Share Registrar is requested to lodge the Second Proxy Form if he/she wishes to appoint a proxy to attend the 2018 Annual General Meeting on his/her behalf. In this case, the Original Proxy Form should not be lodged with the Company's H Share Registrar.
3. H shareholder who has already lodged the Original Proxy Form with the Company's H Share Registrar should note that:
4. 1. The Second Proxy Form lodged with the Company's H Share Registrar before the Closing Time will revoke and supersede the Original Proxy Form previously lodged by him/her. The Second Proxy Form will be treated as a valid form of proxy lodged by the shareholder if correctly completed;
   2. If no Second Proxy Form is lodged with the Company's H Share Registrar by the shareholder, the Original Proxy Form lodged will remain valid and effective to the fullest extent applicable if correctly completed. The authorized proxy of the shareholder holding the Original Proxy Form will be entitled to vote at his/her discretion on considering and approving the new proposals which were not set out in the Original Proxy Form.
5. Since the resolution No. 9.04 set out in the Original Proxy Form was revoked, the resolutions No. 9.05 and No. 9.06 set out in the Original Proxy Form are correspondingly adjusted to the resolutions No. 9.04 and No. 9.05 in the Second Proxy Form.

By Order of the Board of Directors

China Merchants Bank Co., Ltd.

Li Jianhong

Chairman

11 June 2019

As at the date of this notice, the executive director of the Company is Tian Huiyu; the non-executive directors of the Company are Li Jianhong, Fu Gangfeng, Sun Yueying, Zhou Song, Hong Xiaoyuan, Zhang Jian, Su Min and Wang Daxiong; and the independent non-executive directors of the Company are Leung Kam Chung, Antony, Pan Chengwei, Zhao Jun, Wong See Hong, Li Menggang and Liu Qiao.

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