Industrial and Commercial Bank of China : Circular of the Second Extraordinary General Meeting of 2019

26 September 2019

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Industrial and Commercial Bank of China Limited, you should at once hand this circular together with the accompanying proxy form and the reply slip to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

Stock Code: 1398

USD Preference Shares Stock Code: 4603

EUR Preference Shares Stock Code: 4604

RMB Preference Shares Stock Code: 84602

NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2019

A notice convening the EGM to be held at 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., is set out on pages 9 to 10 of this circular.

If you intend to appoint a proxy to attend the EGM, you are required to complete and return the accompanying proxy form in accordance with the instructions printed thereon. For holder of H Shares, the proxy form should be returned to Computershare Hong Kong Investor Services Limited by hand, by post or by fax not less than 24 hours before the time appointed for holding the EGM or any adjourned meeting thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or at any adjourned meeting should you so wish, but in such event the instrument appointing a proxy shall be deemed to be revoked.

If you intend to attend the EGM in person or by proxy, you are required to complete and return the reply slip to Computershare Hong Kong Investor Services Limited or to the Bank's Board of Directors' Office on or before Saturday, 2 November 2019.

The Chinese and English version of the circular and the enclosed proxy form and reply slip are available on the Bank's website at www.icbc-ltd.com and the HKEXnews' website of the HKEX at www.hkexnews.hk. You may download or access the aforesaid documents by clicking "Investor Relations" on the homepage of the Bank's website or browsing through the HKEXnews website of the HKEX. If there are any inconsistencies between the Chinese version and the English version of this circular, the Chinese version shall prevail.

TABLE OF CONTENTS

	Page
DEFINITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
1 INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2

2 PROPOSAL ON THE ELECTION OF MR. GU SHU   AS EXECUTIVE DIRECTOR OF

		INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED . . . . . . . .	3
3	PROPOSAL ON THE PAYMENT PLAN OF
		REMUNERATION TO DIRECTORS FOR 2018 . . . . . . . . . . . . . . . .	4
4	PROPOSAL ON THE PAYMENT PLAN OF
		REMUNERATION TO SUPERVISORS FOR 2018 . . . . . . . . . . . . . .	4
5	PROPOSAL ON THE APPLICATION FOR
		PROVISIONAL AUTHORISATION LIMIT ON EXTERNAL DONATIONS . . . .	4
6	THE EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
7	RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
APPENDIX 1	PAYMENT PLAN OF REMUNERATION TO DIRECTORS FOR 2018 . .	6
APPENDIX 2	PAYMENT PLAN OF REMUNERATION TO SUPERVISORS FOR 2018 .	8
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9

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DEFINITION

In this circular, unless the context requires otherwise, the following expressions have the following meanings:

"A Shares"	domestic shares of RMB1.00 each in the share capital of ordinary
	shares of the Bank, which are listed on the Shanghai Stock
	Exchange and traded in RMB
"Articles"	the articles of association of the Bank from time to time
"Bank"	Industrial and Commercial Bank of China Limited (中國工商銀
	行股份有限公司), a joint stock limited company incorporated in
	the PRC, the H Shares and offshore preference shares of which are
	listed on the Hong Kong Stock Exchange (H Shares Stock Code:
	1398, USD Preference Shares Stock Code: 4603, EUR Preference
	Shares Stock Code: 4604 and RMB Preference Shares Stock Code:
	84602) and the A Shares and domestic preference shares of which
	are listed on the Shanghai Stock Exchange (A shares Stock Code:
	601398 and Domestic Preference Shares Stock Code: 360011),
	respectively
"Board"	the board of directors of the Bank
"Company Law"	The Company Law of the PRC
"Directors"	the directors of the Bank
"EGM"	the second extraordinary general meeting for the year 2019 of the
	Bank to be held on 22 November 2019
"H Shares"	overseas listed foreign shares of RMB1.00 each in the share
	capital of ordinary shares of the Bank, which are listed on the
	Hong Kong Stock Exchange and traded in Hong Kong dollars
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"HKEX"	Hong Kong Exchanges and Clearing Limited
"Hong Kong Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Listing Rules"	The Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited
"Ordinary Shares"	A Shares and/or H Shares
"PRC"	the People's Republic of China
"RMB"	Renminbi, the lawful currency of the PRC
"Shareholders"	holders of Shares
"Shares"	Ordinary shares and/or preference shares
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LETTER FROM THE BOARD

	Stock Code: 1398
	USD Preference Shares Stock Code: 4603
	EUR Preference Shares Stock Code: 4604
	RMB Preference Shares Stock Code: 84602
Executive Directors:	Registered Office:
Mr. Chen Siqing	No. 55 Fuxingmennei Avenue
Mr. Gu Shu	Xicheng District, Beijing 100140
Mr. Hu Hao	PRC
Non-executive Directors:	Place of Business in Hong Kong:
Mr. Ye Donghai	33/F, ICBC Tower
Mr. Zheng Fuqing	3 Garden Road
Ms. Mei Yingchun	Central, Hong Kong
Mr. Dong Shi
Mr. Lu Yongzhen

Independent non-executive Directors:

Mr. Anthony Francis Neoh

Mr. Yang Siu Shun

Ms. Sheila Colleen Bair

Mr. Shen Si

Mr. Nout Wellink

Mr. Fred Zuliu Hu

26 September 2019

To the Shareholders

Dear Sir or Madam,

NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2019

1 INTRODUCTION

The purpose of this circular is to provide you with information regarding certain proposals to be considered at the EGM and to set out the notice of the EGM.

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LETTER FROM THE BOARD

At the EGM, the following resolutions will be considered and, if thought fit, to be passed:

As Ordinary Resolutions:

1. Proposal on the Election of Mr. Gu Shu as Executive Director of Industrial and Commercial Bank of China Limited
2. Proposal on the Payment Plan of Remuneration to Directors for 2018
3. Proposal on the Payment Plan of Remuneration to Supervisors for 2018
4. Proposal on the Application for Provisional Authorisation Limit on External Donations

2 PROPOSAL ON THE ELECTION OF MR. GU SHU AS EXECUTIVE DIRECTOR OF INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED

The term of office of Mr. Gu Shu as Executive Director of the Bank will expire in December 2019, and he is eligible for re-election upon the expiry of his term in accordance with relevant regulations. In compliance with the Company Law, relevant laws and regulations and the relevant requirements of the Articles, the Board considered and approved the Proposal on the Nomination of Mr. Gu Shu as Candidate of Executive Director of Industrial and Commercial Bank of China Limited and Retention of Relevant Posts in the Board at the Board meeting of the Bank held on 29 August 2019, and agreed to nominate Mr. Gu Shu as the candidate for re-election as Executive Director.

An ordinary resolution will be proposed at the EGM to consider and approve the re-election of Mr. Gu Shu as Executive Director, and his new term of office as Executive Director of the Bank will commence on the date when the approval from the shareholders' general meeting of the Bank has been obtained.

The biography of Mr. Gu Shu is set out below: Gu Shu, male, Chinese nationality, was born in August 1967. Mr. Gu Shu has served as Vice Chairman and Executive Director of Industrial and Commercial Bank of China Limited since December 2016, and President since October 2016. He joined ICBC in 1998, where he served as Deputy General Manager of Accounting and Settlement Department, Deputy General Manager of Planning and Finance Department, General Manager of Finance and Accounting Department, Board Secretary and General Manager of Corporate Strategy and Investor Relations Department, Head of Shandong Branch and Senior Executive Vice President of Industrial and Commercial Bank of China Limited. He served concurrently as Vice Chairman of Standard Bank Group Limited, Chairman of ICBC (London) PLC and Chairman of Industrial and Commercial Bank of China (Argentina) S.A. Mr. Gu Shu obtained a Doctorate degree in Economics from Shanghai University of Finance and Economics, Master's degree in Economics from Dongbei University of Finance and Economics and Bachelor's degree in Engineering from Shanghai Jiao Tong University. He is a senior accountant.

According to the Articles, the term of office of each director is three years, and a director is eligible for re-election upon the expiry of his/her term. The remuneration of directors of the Bank shall follow the relevant regulations and the relevant remuneration plans will be approved in accordance with the relevant procedures and submitted to the shareholders' general meeting for consideration and approval. The details of the remuneration of the directors of the Bank are available in the Bank's annual reports and relevant announcements.

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