Bank of China : Third Indicative Announcement on the Redemption of Domestic Preference Shares (Second Tranche)

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ʕ਷ვБٰ΅Ϟࠢʮ̡ BANK OF CHINA LIMITED

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

(the "Bank")

(Stock Code: 3988 and 4619 (Preference Shares))

Third Indicative Announcement on the Redemption of

Domestic Preference Shares (Second Tranche)

As considered and approved by the Board of Directors of the Bank, and reviewed and approved by the China Banking and Insurance Regulatory Commission (the "CBIRC"), the Bank proposes to redeem all the second tranche domestic preference shares of the Bank (the "Domestic Preference Shares (Second Tranche)" or "Preference Shares") on 15 March 2021. Reminders for relevant matters of the redemption are hereby provided below:

1. Redemption Size

The Bank proposes to redeem all 280 million Domestic Preference Shares (Second Tranche) with a nominal value of RMB100 per Preference Share, totaling an aggregate redemption size of RMB28 billion.

2.

Redemption Price

The redemption price equals the sum of the nominal value of such Preference Shares and an amount equal to dividends declared but remain undistributed on such Preference Shares for the current dividend period.

For details of the distribution of dividends for Preference Shares, please refer to the Announcement on Distribution of Dividends for Domestic Preference Shares (Second Tranche) published by the Bank on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Bank (www.boc.cn) on the same day.

3. Redemption Time

• 15 March 2021, being the dividend distribution date for the Preference Shares for the year 2021.

• 4. Payment Time and Method

  The Bank will pay the holders of the Preference Shares on 15 March 2021 the nominal value of such Preference Shares and the dividends accrued for the holding period from 13 March 2020 to 12 March 2021.

• 5. Redemption Procedures

  The 2013 Annual General Meeting of the Bank has considered and approved the Proposal regarding the Non-public Issuance of Domestic Preference Shares of the Bank, authorising the Board of Directors of the Bank to decide on redemption of the Preference Shares during the redemption term according to market conditions and other factors, and handling, with full authority, all the matters relating to redemption with approval of the CBIRC. The Board of Directors of the Bank approved the Proposal on Exercising the Redemption Right of the Domestic Preference Shares (First and Second Tranche) on 30 August 2020. The Bank has received a reply letter from the CBIRC, pursuant to which, no objections were raised by the CBIRC for the Bank to redeem the Domestic Preference Shares (Second Tranche).

The Board of Directors of Bank of China Limited

Beijing, PRC

4 March 2021

As at the date of this announcement, the directors of the Bank are: Liu Liange, Wang Wei, Lin Jingzhen, Zhao Jie*, Xiao Lihong*, Wang Xiaoya*, Zhang Jiangang*, Chen Jianbo*, Wang Changyun#, Angela Chao#, Jiang Guohua#, Martin Cheung Kong Liao#, Chen Chunhua# and Chui Sai Peng Jose#.

* Non-executive Directors # Independent Non-executive Directors