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)

NOTICE OF H SHAREHOLDERS' CLASS MEETING

NOTICE IS HEREBY GIVEN that the 2019 first class meeting (the "H Shareholders' Class Meeting") of holders of the H Shares (the "H Shareholders") of Ping An Insurance (Group) Company of China, Ltd. (the "Company") will 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 for the purposes of considering and, if thought fit, passing the following resolutions:

AS SPECIAL RESOLUTIONS

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.

Shenzhen, PRC

By order of the Board

Ma Mingzhe

Chairman and Chief Executive Officer

March 15, 2019

As at the date of this notice, the Executive Directors of the Company are Ma Mingzhe, Sun Jianyi, Lee Yuansiong, Ren Huichuan, Yao Jason Bo and Cai Fangfang; the Non-executive Directors of the Company are Soopakij Chearavanont, Yang Xiaoping, Liu Chong and Wang Yongjian; the Independent Non-executive Directors of the Company are Yip Dicky Peter, Wong Oscar Sai Hung, Sun Dongdong, Ge Ming and Ouyang Hui.

Notes:

  • 1. In order to determine the list of holders of H shares who are entitled to attend the H Shareholders' Class Meeting, the H share register of members will be closed from Saturday, March 30, 2019 to Monday, April 29, 2019, both days inclusive, during which period no transfer of H shares will be effected. Holders of the Company's H shares whose names appear on the register of members on Monday, April 29, 2019 are entitled to attend the H Shareholders' Class Meeting. In order to attend and vote at the H Shareholders' Class Meeting, holders of H shares of the Company whose transfers have not been registered shall deposit the transfer documents together with the relevant share certificates at the H share registrar of the Company, Computershare Hong Kong Investor Services Limited (the "H Share Registrar") at or before 4:30 p.m. on Friday, March 29, 2019. The address of the transfer office of H Share Registrar is at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.

  • 2. 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.

  • 3. The instrument appointing a proxy must be in writing under the hand of a H Shareholder or his attorney duly authorized in writing. If the H Shareholder is a corporation, that instrument must be either under its common seal or under the hand of its director(s) or duly authorized attorney(s). If that instrument is signed by an attorney of the H shareholder, the power of attorney authorizing that attorney to sign or other authorization document must be notarized. If no direction is given, your proxy may vote or abstain at his discretion. Your proxy will also be entitled to vote or abstain at his discretion on any resolution properly put to the meeting other than those referred to in the notice of the meeting.

  • 4. 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, at the address of 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, 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 H Shareholder from attending and voting in person at the H Shareholders' Class Meeting if he so wishes.

  • 5. Shareholders who intend to attend the H Shareholders' Class Meeting in person or by proxy should return the reply slip to the Company's principal place of business in the PRC or Hong Kong on or before Tuesday, April 9, 2019 by hand, by post or by fax. The Company's principal place of business in the PRC is at 47th, 48th, 109th, 110th, 111th and 112th Floors, Ping An Finance Center, No. 5033 Yitian Road, Futian District, Shenzhen, Guangdong Province, PRC (Tel: (86 755) 400 8866 338, Fax: (86 755) 8243 1029). The contact persons are Mr. Lu Cheng (௔ᆋ΋͛) (Tel: (86 755) 8867 4686), Mr. Luo Xi (ᖯᘙ΋͛) (Tel: (86 755) 2262 1998) and Mr. Liu Hao (ᄎख΋͛) (Tel: (86 755) 2262 2326). The Company's principal place of business in Hong Kong is at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong (Tel: (852) 2980 1888, Fax: (852) 2956 2192).

  • 6. The H Shareholders' Class Meeting is expected to be concluded within a day. Shareholders (in person or by proxy) attending the H Shareholders' Class Meeting are responsible for their own transportation and accommodation expenses. Shareholders or their proxies attending the H Shareholders' Class Meeting shall produce the 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