Stock Code: 1398

USD Preference Shares Stock Code: 4603

EUR Preference Shares Stock Code: 4604

RMB Preference Shares Stock Code: 84602

Supplemental Proxy Form for Holders of H Shares

for the Second Extraordinary General Meeting of 2019 to be held on 22 November 2019

I/We (Note 1)

of

,

being the registered holder(s) of

(Note 2) H shares of RMB1.00 each in the capital of Industrial and Commercial Bank of

China Limited (the "Bank"), hereby appoint the Chairman of the meeting or (Note 3)

of

to act as my/our proxy to attend and vote for me/us and on my/our behalf at the Second Extraordinary General Meeting of 2019 (the "EGM") of the Bank to be held at the head office of Industrial and Commercial Bank of China Limited, No. 55 Fuxingmennei Avenue, Xicheng District, Beijing, PRC on Friday, 22 November 2019 at 2:30 p.m. or any adjournment thereof, for the purpose of considering and if thought fit, passing the resolutions set out in the supplemental notice of the EGM dated 7 November 2019, and voting on behalf of me/us under my/our name(s) as indicated below (Note 4) in respect of the resolutions to be proposed at the EGM and any of its adjournment.

Unless otherwise indicated, capitalized terms used herein shall have the same meanings as those defined in the supplemental circular of the Bank dated 7 November 2019.

Ordinary Resolutions

For(Note 4)

Against(Note 4)

Abstained(Note 4)

5.

Proposal on the Election of Ms. Cao Liqun as Non-executive Director of Industrial and Commercial Bank of

China Limited

6.

Proposal on the Election of Mr. Feng Weidong as Non-executive Director of Industrial and Commercial

Bank of China Limited

Dated

Signature of holders of H shares (Note 5)

Notes:

Important: You should first read the circular of the Bank dated 26 September 2019 and the supplemental circular of the Bank dated 7 November 2019 before appointing a proxy.

  1. Please insert full name(s) and address as registered in the register of members in BLOCK CAPITALS.
  2. Please insert the number of shares registered in your name(s) relating to this supplemental proxy form. If no number is inserted, this supplemental proxy form will be deemed to relate to all shares registered in your name(s).
  3. If a proxy other than the Chairman of the meeting is preferred, cross out the words "the Chairman of the meeting or" and insert the full name and address of the proxy (or proxies) desired in the space provided. If you are a shareholder of the Bank who is entitled to attend and vote at the EGM convened by the aforementioned notice, you are entitled to appoint one or more proxies to attend and vote on your behalf. A proxy need not be a shareholder of the Bank. ANY CHANGES TO THIS SUPPLEMENTAL PROXY FORM SHOULD BE INITIALLED BY THE PERSON WHO SIGNS IT.
  4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK THE APPROPRIATE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK THE BOX MARKED "AGAINST". IF YOU WISH TO VOTE ABSTAINED A RESOLUTION, TICK THE BOX MARKED "ABSTAINED". If no direction is given, the proxy will be entitled to vote or abstain as he thinks fit. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the EGM other than that referred to in the supplemental notice of the Bank dated 7 November 2019.
  5. This supplemental proxy form must be signed by you, or your attorney duly authorised in writing or, if you are a corporation, must either be executed under the common seal or under the hand of a director or duly authorised attorney(s). If this supplemental proxy form is signed by an attorney of a shareholder, the power of attorney or other authority (if any) under which it is signed must be notarised.
  6. In the case of joint holders of any share, any one of such persons may vote at the EGM, either personally or by proxy, on such share as if he were solely entitled thereto; but if more than one of such joint holders are present at the EGM whether attending in person or by proxy, the vote of the person, whose name stands first on the register of members of the Bank on such share (in person or by proxy) shall be accepted to the exclusion of the vote(s) of the other joint holder(s).
  7. To be valid, this supplemental proxy form together with the power of attorney or other authorisation document (if any) must be deposited at the H share registrar of the Bank by hand, by post or by fax not less than 24 hours before the time fixed for the holding of the EGM or any adjournment thereof (as the case may be). Completion and delivery of this supplemental proxy form will not preclude shareholders from attending and voting at the EGM if she/he so wishes. In such event, the instrument appointing a proxy shall be deemed to be revoked. The H share registrar of the Bank is Computershare Hong Kong Investor Services Limited, whose address is at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (Tel: (852) 2862 8555, Fax: (852) 2865 0990).
  8. Identification documents must be shown by shareholder(s) or proxies to attend the EGM.
  9. Shareholders are entitled to appoint one or more proxies to attend the EGM, but only one of the proxies can be designated to vote at the EGM.
  10. This proxy form is the supplemental proxy form for the purpose of the resolutions set out in the supplemental notice of the EGM dated 7 November 2019 (the "Supplemental Notice") and only serves as a supplement to the original proxy form for the EGM (the "Original Proxy Form").
  11. This supplemental proxy form will not affect the validity of any proxy form duly completed and delivered by you in respect of the resolutions set out in the notice of the EGM dated 26 September 2019 (the "Original Notice"). If you have validly appointed a proxy to attend and act for you at the EGM but do not duly complete and deliver this supplemental proxy form, your proxy will be entitled to vote at the discretion on the ordinary resolutions 5 and 6 set out in the Supplemental Notice of the EGM dated 7 November 2019. If you do not duly complete and deliver the Original Proxy Form for the EGM but have duly completed and delivered this supplemental proxy form and validly appointed a proxy to attend and act for you at the EGM, your proxy will be entitled to vote at the discretion on the resolutions set out in the Original Notice of the EGM dated 26 September 2019.
  12. If the proxy being appointed to attend the EGM under this supplemental proxy form is different from the proxy appointed under the Original Proxy Form and more than one proxies attended the EGM, the proxy validly appointed under the Original Proxy Form shall be designated to vote at the EGM.

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ICBC - Industrial and Commercial Bank of China Limited published this content on 07 November 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 November 2019 10:54:01 UTC