Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

中 國 銀 行 股 份 有 限 公 司

BANK OF CHINA LIMITED

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

(Stock Code: 3988)

NOTICE OF

THE 2019 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2019 Second Extraordinary General Meeting ("EGM") of Bank of China Limited (the "Bank") will be held at Bank of China Head Office Building, No. 1 Fuxingmen Nei Dajie, Beijing, China at 9:30 a.m. on Thursday, 19 December 2019 (registration will begin at 8:30 a.m.) for the purpose of considering and approving the following resolutions:

ORDINARY RESOLUTIONS

  1. To consider and approve the 2018 Remuneration Distribution Plan for Chairman of the Board of Directors and Executive Directors
  2. To consider and approve the 2018 Remuneration Distribution Plan for Chairman of the Board of Supervisors and Shareholder Representative Supervisors
  3. To consider and approve Improving the Remuneration Plan of Independent Non-executive Directors
  4. To consider and approve the Election of Ms. Chen Chunhua as Independent Non-executive Director of the Bank
  5. To consider and approve the Election of Mr. Chui Sai Peng Jose as Independent Non-executive Director of the Bank

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6. To consider and approve the Application for Provisional Authorization of Outbound Donations

The Board of Directors of

Bank of China Limited

3 November 2019

As at the date of this notice, the Directors of the Bank are: Liu Liange, Wu Fulin, Lin Jingzhen, Zhao Jie*, Xiao Lihong*, Wang Xiaoya*, Liao Qiang*, Zhang Jiangang*, Wang Changyun#, Angela Chao#, Jiang Guohua# and Martin Cheung Kong Liao#.

*  Non-executive Directors

# Independent Non-executive Directors

Notes:

  1. Details of the above resolutions are set out in Appendix to the circular of the 2019 Second Extraordinary General Meeting of the Bank. Additional information of the Election of Ms. Chen Chunhua as Independent Non-executiveDirector of the Bank, the Election of Mr. Chui Sai Peng Jose as Independent Non-executiveDirector of the Bank are set out in Attachment A and Attachment B to the circular of the 2019 Second Extraordinary General Meeting of the Bank, respectively.
  2. Pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, each of the resolutions set out in the Notice of the EGM will be voted on by poll. Results of the poll voting will be published on the Bank's website at www.boc.cn and the website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk after the EGM.
  3. Any Shareholder entitled to attend and vote at the EGM convened by the above notice is entitled to appoint one or more proxies to attend and vote instead of him/her. A proxy need not be a Shareholder of the Bank.
  4. In order to be valid, the instrument appointing a proxy together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority, must be completed and deposited at the H Share Registrar of the Bank, Computershare Hong Kong Investor Services Limited, at least 24 hours before the EGM or any adjourned meeting thereof. Computershare Hong Kong Investor Services Limited is located at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong. Completion and return of a proxy form will not preclude a Shareholder from attending and voting at the EGM or any adjourned meeting thereof should he/she so wish, in such event the instrument appointing a proxy shall be deemed to be revoked.
  5. The H-Share register of Shareholders of the Bank will be closed, for the purpose of determining Shareholders' entitlement to attend the EGM, from Tuesday, 19 November 2019 to Thursday, 19 December 2019 (both days inclusive), during which period no transfer of Shares will be registered. In order to attend the EGM, all share transfers, accompanied by the relevant share certificates, must be lodged for registration with the Bank's H Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, not later than 4:30 p.m. on Monday, 18 November 2019. H-Share Holders who are registered with Computershare Hong Kong Investor Services Limited on or before the aforementioned date are entitled to attend the EGM.
  6. In case of joint shareholdings, the vote of the senior joint Shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint Shareholder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of Shareholders of the Bank in respect of the joint shareholding.

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  1. Shareholders who intend to attend the EGM in person or by proxy should return the reply slip for the EGM to the Board Secretariat of the Bank or the Bank's H Share Registrar, Computershare Hong Kong Investor Services Limited, by post, by fax or by e-mail on or before Friday, 29 November 2019. The address of the Bank's Board Secretariat is Bank of China Head Office Building, No. 1 Fuxingmen Nei Dajie, Beijing 100818, PRC (Telephone: (8610) 6659 4582, Fax: (8610) 6659 4579, E-mail: ir@bankofchina.com). Computershare Hong Kong Investor Services Limited is located at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (Telephone: (852) 2862 8555).
  2. According to the Articles of Association of the Bank and the circumstances of the EGM, resolutions proposed at the EGM are not required to be considered and approved by the Preference Shareholders. Therefore, the Preference Shareholders will not attend the EGM.
  3. Shareholders who attend the meeting in person or by proxy shall bear their own traveling, dining and accommodation expenses. Shareholders or their proxies shall produce their identity documents when attending the EGM.
  4. According to the Articles of Association of the Bank, if the number of shares of the Bank pledged by the Shareholder is equal to or greater than 50% of the shares held by such Shareholder in the Bank, the voting right attached to the pledged shares may not be exercised at the Shareholders' meeting. Upon completion of the share pledge registration, the Shareholder shall timely provide the Bank with information relating to the share pledge.

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Bank of China Ltd. published this content on 03 November 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 November 2019 10:22:00 UTC