Industrial and Commercial Bank of China : First Extraordinary General Meeting of 2019 Held on 20 May 2019 Poll Results

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Stock Code: 1398

USD Preference Shares Stock Code: 4603

EUR Preference Shares Stock Code: 4604

RMB Preference Shares Stock Code: 84602

FIRST EXTRAORDINARY GENERAL MEETING OF 2019

HELD ON 20 MAY 2019

POLL RESULTS

Reference is made to the circular of Industrial and Commercial Bank of China Limited (the "Bank") dated 27 December 2018 (the "Circular") and the supplemental circulars of the Bank dated 3 April 2019 and 30 April 2019 (the "Supplemental Circulars"), respectively, containing details of the resolutions tabled before the First Extraordinary General Meeting of 2019 of the Bank (the "EGM") for shareholders' approval.

I. Convening and Attendance of the EGM

The board of directors of the Bank (the "Board") announces that the EGM was held at the head office of the Bank, No. 55 Fuxingmennei Avenue, Xicheng District, Beijing, PRC on 20 May 2019 at 2:30 p.m.

The total number of shares entitling holders thereof to attend and vote on the resolutions proposed at the EGM was 356,406,257,089 shares. No shareholders of the Bank were entitled to attend but were required to abstain from voting in favour of the proposed resolutions pursuant to Rule 13.40 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and no shareholders were required to abstain from voting at the EGM pursuant to the Listing Rules. 157 holders of shares and authorized proxies holding an aggregate of 309,885,707,797 shares with voting rights, representing 86.9473% of the total number of shares with voting rights of 356,406,257,089, were present at the EGM.

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Number of shareholders and authorized proxies attending the EGM	157
including: number of A share holders	115
number of H share holders	42
Total number of shares with voting rights held by shareholders
attending the EGM	309,885,707,797
including: total number of shares held by A share holders	254,409,829,038
total number of shares held by H share holders	55,475,878,759
Percentage of total shares with voting rights held by shareholders
attending the EGM (%)	86.9473
including: percentage of total shares held by A share holders (%)	71.3820
percentage of total shares held by H share holders (%)	15.5653

Notes:

1.Shareholders attending the EGM include those attending the EGM on-site and by way of online voting.

2.According to the Articles of Association and the circumstances of the EGM of the Bank, the resolutions of the EGM are not required to be considered and approved by the holders of preference shares of the Bank.

The voting of the EGM was conducted by means of on-site voting and online voting in compliance with the relevant provisions of the Company Law of the People's Republic of China, the Rules for the General Assemblies of Shareholders of Listed Companies, the Shanghai Stock Exchange Implementation Rules for Network Voting in the General Assemblies of Shareholders of Listed Companies and relevant provisions of the Articles of Association of Industrial and Commercial Bank of China Limited (the "Articles of Association"). The EGM was convened by the Board and chaired by Mr. Gu Shu, Vice Chairman of the Board and President of the Bank.

11 of the 11 directors of the Bank attended the EGM. 5 of the 5 supervisors of the Bank attended the EGM. Executive Director candidates of the Bank Mr. Chen Siqing, Mr. Hu Hao and Mr. Tan Jiong were in attendance at the meeting.

In compliance with the requirements of the Listing Rules, Computershare Hong Kong Investor Services Limited, the Bank's H share registrar, acted as scrutineer for the vote-taking.

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II. Voting Results of the EGM

At the EGM, all of the proposals set out in the Notice of the First Extraordinary General Meeting of 2019 dated 27 December 2018 and the Supplemental Notices of the First Extraordinary General Meeting of 2019 dated 3 April 2019 and 30 April 2019, respectively, were resolved by polling. The proposals were voted upon by a combination of on-site and online polling. Poll results in respect of the resolutions proposed at the EGM were as follows:

1. Proposal on the Election of Mr. Hu Hao as Executive Director of Industrial and Commercial Bank of China Limited

Voting result: approved

Details of votes:

	For	Against	Abstain
	No. of votes	Percentage (%)	No. of votes	Percentage (%)	No. of votes	Percentage (%)
Resolution Results	308,804,854,457	99.6512	897,723,207	0.2897	183,130,133	0.0591

2. Proposal on the Election of Mr. Tan Jiong as Executive Director of Industrial and Commercial Bank of China Limited

Voting result: approved

Details of votes:

	For	Against	Abstain
	No. of votes	Percentage (%)	No. of votes	Percentage (%)	No. of votes	Percentage (%)
Resolution Results	308,804,854,457	99.6512	897,723,207	0.2897	183,130,133	0.0591

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3. Proposal on the Issuance of Undated Additional Tier 1 Capital Bonds

Voting result: approved

Details of votes:

	For	Against	Abstain
	No. of votes	Percentage (%)	No. of votes	Percentage (%)	No. of votes	Percentage (%)
Resolution Results	309,576,336,435	99.9002	23,623,267	0.0076	285,748,095	0.0922

4. Proposal on the Election of Mr. Chen Siqing as Executive Director of Industrial and Commercial Bank of China Limited

Voting result: approved

Details of votes:

	For	Against	Abstain
	No. of votes	Percentage (%)	No. of votes	Percentage (%)	No. of votes	Percentage (%)
Resolution Results	305,569,895,202	98.6073	916,437,671	0.2957	3,399,374,924	1.0970

The abovementioned proposal numbered 3, which is approved by special resolution, is approved by more than two-thirds of the votes held by shareholders present at the meeting in person or by proxy. The issuance of Undated Additional Tier 1 Capital Bonds is subject to approval of the relevant regulatory authorities. The remaining proposals above, which are approved by ordinary resolutions, are approved by more than half of the votes held by shareholders present at the meeting in person or by proxy.

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In accordance with the relevant regulatory requirements of the China Securities Regulatory Commission and the Shanghai Stock Exchange, the votes of small and medium-sized A share investors1 were calculated separately and the poll results in respect of the proposed resolutions at the EGM were as follows:

No. of		For		Against	Abstain
Name of resolution	No. of	Percentage	No. of	Percentage	No. of	Percentage
resolution
	votes	(%)*	votes	(%)*	votes	(%)*
1	Proposal on the Election of Mr.	7,338,146,482	99.4932	31,226,612	0.4234	6,151,129	0.0834
	Hu Hao as Executive Director of
	Industrial and Commercial Bank of
	China Limited
2	Proposal on the Election of Mr.	7,338,146,482	99.4932	31,226,612	0.4234	6,151,129	0.0834
	Tan Jiong as Executive Director of
	Industrial and Commercial Bank of
	China Limited
4	Proposal on the Election of Mr.	7,338,152,182	99.4933	31,226,612	0.4234	6,145,429	0.0833
	Chen Siqing as Executive Director of
	Industrial and Commercial Bank of
	China Limited

*Percentage of total shares with voting rights held by small and medium-sized A share investors attending the EGM.

III.Appointment of Directors

Mr. Chen Siqing, Mr. Hu Hao and Mr. Tan Jiong were elected as Executive Directors of the Bank at the EGM. Mr. Chen Siqing's term of office as Executive Director of the Bank commences on the date when his appointment was approved at the shareholders' general meeting, and his appointment as Chairman of the Board took effect simultaneously. The respective appointments of Mr. Hu Hao and Mr. Tan Jiong as Executive Directors are subject to the approval of the China Banking and Insurance Regulatory Commission (the "CBIRC"), and their respective terms of office as Executive Directors of the Bank will commence on the date when the approval from CBIRC is obtained.

1Individually or collectively holding A shares less than 5% (excluding 5%) of the Shares of the Bank.

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