Industrial and Commercial Bank of China : Proxy Form for Holders of H Shares for the First Extraordinary General Meeting of 2018

Stock Code: 1398

USD Preference Shares Stock Code: 4603

EUR Preference Shares Stock Code: 4604

RMB Preference Shares Stock Code: 84602

Proxy Form for Holders of H Shares for the First Extraordinary General Meeting of 2018 to be Held on 21 November 2018

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 ofChina 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 First Extraordinary General Meeting of 2018 (the "EGM") of the Bank to be held at Industrial and Commercial Bank of China Limited, No. 55 Fuxingmennei Avenue, Xicheng District, Beijing, PRC on Wednesday, 21 November 2018 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 notice convening the EGM, and voting on behalf of me/us under my/our name as indicated below(Note 4) in respect of the resolution to be proposed at the EGM and any of its adjournment.

Unless otherwise indicated, capitalised terms used herein shall have the same meanings as those defined in the circular of the Bank dated 28 September 2018.

Ordinary Resolutions		For(Note 4)	Against(Note 4)	Abstained(Note 4)
1	Proposal on the Election of Mr. Zheng Fuqing as Non-executive Director of Industrial and Commercial Bank of China Limited
2	Proposal on the Election of Mr. Fei Zhoulin as Non-executive Director of Industrial and Commercial Bank of China Limited
3	Proposal on the Election of Mr. Nout Wellink as Independent Director of Industrial and Commercial Bank of China Limited
4	Proposal on the Election of Mr. Fred Zuliu Hu as Independent Director of Industrial and Commercial Bank of China Limited
5	Proposal on the Election of Mr. Qu Qiang as External Supervisor of Industrial and Commercial Bank of China Limited
6	Proposal on the Payment Plan of Remuneration to Directors for 2017
7	Proposal on the Payment Plan of Remuneration to Supervisors for 2017
Special Resolutions		For(Note 4)	Against(Note 4)	Abstained(Note 4)
8	Proposal to Issue Eligible Tier 2 Capital Instruments
9	Proposal on the General Mandate to Issue Shares by Industrial and Commercial Bank of China Limited
10	Proposal on the Domestic Preference Share Issuance Plan of Industrial and Commercial Bank of China Limited. The items to be individually approved are as follows:
10.01	Type of Preference Shares to be issued
10.02	Number of Preference Shares to be issued and issue size
10.03	Method of issuance
10.04	Par value and issue price
10.05	Maturity
10.06	Target investors
10.07	Lock-up period
10.08	Terms of distribution of dividends
Special Resolutions		For(Note 4)	Against(Note 4)	Abstained(Note 4)
10.09	Terms of mandatory conversion
10.10	Terms of conditional redemption
10.11	Restrictions on voting rights
10.12	Restoration of voting rights
10.13	Order of distribution of residual assets and basis for liquidation
10.14	Rating
10.15	Security
10.16	Use of proceeds from the issuance of the Domestic Preference Shares
10.17	Transfer
10.18	Relationship between domestic and offshore issuance
10.19	The validity period of the resolution in respect of the issuance of the Domestic Preference Shares
10.20	The application and approval procedures to be completed for the issuance
10.21	Matters relating to authorisation
11	Proposal on the Offshore Preference Share Issuance Plan of Industrial and Commercial Bank of China Limited. The items to be individually approved are as follows:
11.01	Type of Preference Shares to be issued
11.02	Number of Preference Shares to be issued and issue size
11.03	Method of issuance
11.04	Par value and issue price
11.05	Maturity
11.06	Target investors
11.07	Lock-up period
11.08	Terms of distribution of dividends
11.09	Terms of mandatory conversion
11.10	Terms of conditional redemption
11.11	Restrictions on voting rights
11.12	Restoration of voting rights
11.13	Order of distribution of residual assets and basis for liquidation
11.14	Rating
11.15	Security
11.16	Use of proceeds from the issuance of the Offshore Preference Shares
11.17	Transfer
11.18	Relationship between offshore and domestic issuance
11.19	The validity period of the resolution in respect of the issuance of the Offshore Preference Shares
11.20	The application and approval procedures to be completed for the issuance
11.21	Matters relating to authorisation
Ordinary Resolutions		For(Note 4)	Against(Note 4)	Abstained(Note 4)
12	Proposal on the Impact on Dilution of Immediate Returns of the Issuance of Preference Shares and the Remedial Measures of Industrial and Commercial Bank of China Limited
13	Proposal on Formulating the Shareholder Return Plan for 2018 to 2020 of Industrial and Commercial Bank of China

Dated

Signature of holders for H shares(Note 5)

Notes:

Important: You should first read the circular of the Bank dated 28 September 2018 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 proxy form. If no number is inserted, this 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 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 THE 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 those referred to in the notice convening the EGM.

• 5. This 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 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, in respect of 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 in respect of 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 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 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: [phone], Fax: [phone]).

• 8. Identification documents must be shown by shareholder(s) or proxies to attend the EGM.