CLP : Annual General Meeting held on 6 May 2019 – Poll Results (6 May 2019)

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中 電 控 股 有 限 公 司

CLP Holdings Limited

(incorporated in Hong Kong with limited liability)

(Stock Code: 00002)

Annual General Meeting held on 6 May 2019

- Poll Results

At the Annual General Meeting of CLP Holdings Limited (the "Company") held at the Grand Ballroom, Level 2, Kerry Hotel, Hong Kong, 38 Hung Luen Road, Hung Hom Bay, Kowloon, Hong Kong, on 6 May 2019 ("AGM"), a poll was demanded by the Chairman for voting on all the proposed and seconded resolutions, as set out in the Notice of Annual General Meeting dated 27 March 2019.

As at the date of the AGM, the issued share capital of the Company was 2,526,450,570 shares, which was the total number of shares entitling the holders to attend and vote for or against all resolutions. There were no restrictions on any Shareholders casting votes on any of the proposed resolutions at the AGM.

All the resolutions, which were voted on by poll, were approved by Shareholders as ordinary resolutions. The poll results in respect of the resolutions were as follows:

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		No. of Votes (%)
	RESOLUTIONS	For	Against
( 1 )	To receive the audited Financial Statements for	1,467,221,125	91,879
	the year ended 31 December 2018 and the	(99.9937%)	(0.0063%)
	Reports of the Directors and Independent Auditor
	thereon.
	As more than 50% of the votes were cast in favour of this resolution, the resolution was
	duly passed as an ordinary resolution.
( 2 )	(a) To elect Mr Philip Lawrence Kadoorie as	1,373,170,113	56,742,718
	Director.(Note 1)	(96.0317%)	(3.9683%)
	As more than 50% of the votes were cast in favour of this resolution, the resolution was
	duly passed as an ordinary resolution.
	(b) To elect Ms May Siew Boi Tan as Director.	1,469,147,005	4,009,620
		(99.7278%)	(0.2722%)
	As more than 50% of the votes were cast in favour of this resolution, the resolution was
	duly passed as an ordinary resolution.
	(c) To re-elect Mr John Andrew Harry Leigh as	1,414,037,839	59,218,679
	Director.	(95.9804%)	(4.0196%)
	As more than 50% of the votes were cast in favour of this resolution, the resolution was
	duly passed as an ordinary resolution.
	(d) To re-elect Mr Richard Kendall Lancaster as	1,442,403,670	29,184,186
	Director.	(98.0168%)	(1.9832%)
	As more than 50% of the votes were cast in favour of this resolution, the resolution was
	duly passed as an ordinary resolution.
	(e) To re-elect Mrs Zia Mody as Director.	1,453,005,626	18,512,195
		(98.7420%)	(1.2580%)
	As more than 50% of the votes were cast in favour of this resolution, the resolution was
	duly passed as an ordinary resolution.
	(f) To re-elect Mr Geert Herman August Peeters	1,438,000,707	33,406,935
	as Director.	(97.7296%)	(2.2704%)
	As more than 50% of the votes were cast in favour of this resolution, the resolution was
	duly passed as an ordinary resolution.
( 3 )	To re-appoint PricewaterhouseCoopers as	1,463,452,970	9,422,266
	Independent Auditor of the Company and	(99.3603%)	(0.6397%)
	authorise the Directors to fix the Auditor's
	remuneration for the year ending 31 December
	2019.
	As more than 50% of the votes were cast in favour of this resolution, the resolution was
	duly passed as an ordinary resolution.

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		No. of Votes (%)
	RESOLUTIONS	For	Against
( 4 )	To approve the revised levels of remuneration	1,429,050,263	552,514
	payable to the Non-executive Directors including	(99.9614%)	(0.0386%)
	Independent Non-executive Directors who serve
	on the Board and Board Committees of the
	Company for the respective periods 7 May 2019 to
	6 May 2020; 7 May 2020 to 6 May 2021; and 7 May
	2021 until the date of the Annual General Meeting
	in 2022, and such remuneration to accrue on a
	daily basis.(Note 2)
	As more than 50% of the votes were cast in favour of this resolution, the resolution was
	duly passed as an ordinary resolution.
( 5 )	To give a general mandate to the Directors to allot,	1,470,521,475	2,486,167
	issue and dispose of additional shares in the	(99.8312%)	(0.1688%)
	Company; not exceeding five per cent of the total
	number of shares in issue at the date of this
	Resolution and such shares shall not be issued at a
	discount of more than ten per cent to the
	Benchmarked Price of such shares.

As more than 50% of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution.

( 6 )	To give a general mandate to the Directors to	1,471,259,906	1,318,741
	exercise all the powers of the Company to buy	(99.9104%)	(0.0896%)
	back or otherwise acquire shares of the Company
	in issue; not exceeding ten per cent of the total
	number of shares in issue at the date of this
	Resolution.
	As more than 50% of the votes were cast in favour of this resolution, the resolution was
	duly passed as an ordinary resolution.
Notes:

1As Resolution (2)(a) concerns the election of the son of The Honourable Sir Michael Kadoorie as Director, Sir Michael, in his capacity as the Chairman of the AGM, has voluntarily chosen only to vote on this Resolution as proxy for other Shareholders in accordance with their specified voting instructions.

2As Resolution (4) relates to the remuneration payable to the Non-executive Directors, including to The Honourable Sir Michael Kadoorie, Sir Michael, in his capacity as the Chairman of the AGM, has voluntarily chosen only to vote on this Resolution as proxy for other Shareholders in accordance with their specified voting instructions.

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Computershare Hong Kong Investor Services Limited, the Company's share registrar, acted as scrutineer for the poll at the AGM.

By Order of the Board

David Simmonds

Company Secretary

Hong Kong, 6 May 2019

中 電 控 股 有 限 公 司

CLP Holdings Limited

(incorporated in Hong Kong with limited liability)

(Stock Code: 00002)

The Directors of the Company as at the date of this announcement following the conclusion of the AGM are:

Non-executive Directors:	The Hon Sir Michael Kadoorie, Mr William Mocatta,
	Mr J. A. H. Leigh, Mr Andrew Brandler and
	Mr Philip Kadoorie
Independent Non-executive Directors:	Mr V. F. Moore, Sir Rod Eddington, Mr Nicholas C. Allen,
	Mr Vincent Cheng, Mrs Fanny Law, Mrs Zia Mody and
	Ms May Siew Boi Tan
Executive Directors:	Mr Richard Lancaster and Mr Geert Peeters