Ping An Insurance (Group) Company of China, Ltd.

(A joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 2318)

Form of Proxy for the 2019 First H Shareholders' Class Meeting to be held on Monday, April 29, 2019

I/We(Note 1)

of being the registered holder(s) of(Note 2) H shares of RMB1.00 each in the share capital of Ping An Insurance (Group) Company of China, Ltd. (the "Company") HEREBY APPOINT THE CHAIRMAN OF THE MEETING(Note 3) or

of as my/our proxy to attend and act for me/us at the 2019 first H shareholders' class meeting of the Company to be held at 2:45 p.m. on Monday, April 29, 2019 (or immediately following the conclusion of the 2018 annual general meeting and the 2019 first A shareholders' class meeting or any adjournment thereof) at Ping An Hall, Ping An School of Financial Management, No. 402, Sili Road, Guanlan, Shenzhen, Guangdong Province, PRC (the "H Shareholders' Class Meeting") (and any adjournment thereof) for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice convening the H Shareholders' Class Meeting and at the H Shareholders' Class Meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below(Note 4).

SPECIAL RESOLUTIONS

For(Note 4)

Against(Note 4)

Abstention(Note 4)

  • 1. To consider and approve the Resolutions regarding the Shares Repurchase Plan of the Company and the Proposed Grant of General Mandate for the Repurchase of Shares of the Company.

  • 1.01 To consider and approve the Shares Repurchase Plan of the Company.

  • 1.02 To consider and approve the Proposed Grant of General Mandate for the Repurchase of Shares of the Company to the Board with a maximum amount of no more than 10% of the total number shares of the Company in issue.

Date:

Signature(s)(Note 5):

Notes:

  • 1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

  • 2. Please insert the number of shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all shares registered in your name(s).

  • 3. If any proxy other than the Chairman of the Meeting is preferred, strike out the words "THE CHAIRMAN OF THE MEETING" and insert the name and address of the proxy desired in the space provided. A shareholder entitled to attend and vote at the H Shareholders' Class Meeting may appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company but must attend the H Shareholders' Class Meeting in person to represent you. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

  • 4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK IN THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK IN THE BOX MARKED "AGAINST". IF YOU WISH TO ABSTAIN IN A RESOLUTION, TICK IN THE BOX MARKED "ABSTENTION". If no direction is given, your proxy may vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the H Shareholders' Class Meeting other than those referred to in the notice convening the H Shareholders' Class Meeting. The shares abstained will be counted in the calculation of the required majority.

  • 5. This form of proxy must be signed by you or your attorney duly authorised in writing. In case of a corporation, the same must be either under its common seal or under the hand of its director(s) or duly authorised attorney(s). If the form of proxy is signed by an attorney of the shareholder, the power of attorney authorising that attorney to sign or other authorization document must be notarised.

  • 6. In case of joint holders of any share, any one of such joint holders may vote at the H Shareholders' Class Meeting, either personally or by proxy, in respect of such shares as if he is solely entitled thereto. However, if more than one of such joint holders are present at the H Shareholders' Class Meeting, personally or by proxy, the vote of the joint holder whose name stands first in the register of members and who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of other joint holder(s).

  • 7. In order to be valid, the form of proxy together with the power of attorney or other authorization document (if any) must be deposited at the H share registrar of the Company for holders of H shares not less than 24 hours before the time fixed for holding the H Shareholders' Class Meeting or any adjournment thereof (as the case may be). Completion and return of a form of proxy will not preclude a shareholder from attending and voting in person at the H Shareholders' Class Meeting if he so wishes. The H share registrar of the Company is Computershare Hong Kong Investor Services Limited at 17M, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.

  • 8. Shareholders or their proxies attending the H Shareholders' Class Meeting shall produce their identity documents.

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Ping An Insurance (Group) Co. of China Ltd. published this content on 14 March 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 14 March 2019 10:48:06 UTC