China Merchants Bank : ·NOTICE OF 2020 ANNUAL GENERAL MEETING

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.

招商銀 行股份有 限公司

CHINA MERCHANTS BANK CO., LTD.

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

(H Share Stock Code: 03968)

(Preference Share Stock Code: 04614)

NOTICE OF 2020 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Board of Directors of China Merchants Bank Co., Ltd. (hereinafter referred to as the "Company" or "China Merchants Bank") has decided to hold its Annual General Meeting for 2020 (the "Meeting") on Friday, 25 June 2021. The details of the Meeting are provided as follows:

1. CONVENING OF THE MEETING

1. Time of the Physical Meeting
   The Meeting will commence at 9:30 a.m. on Friday, 25 June 2021.
2. Venue of the Physical Meeting

The Meeting will be held at the Conference Room, 5/F, China Merchants Bank Tower,

7088 Shennan Boulevard, Futian District, Shenzhen, Guangdong, the PRC.

1. Convenor
   The Meeting will be convened by the Board of Directors of the Company.
2. Way of Conducting the Meeting

The Meeting will be conducted by way of physical voting and online voting (among which, online voting is for the shareholders of A Shares only).

1. Attendees
   1. All shareholders of A Shares of "China Merchants Bank" (600036) whose names appear on the register of members, kept by China Securities Depository and Clearing Corporation Limited, Shanghai Branch, as at the close of A Share trading session on the Shanghai Stock Exchange on the afternoon of Friday, 18 June 2021 (hereinafter referred to as "Shareholders of A Shares");
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1. 1. All shareholders of H shares of "China Merchants Bank" (03968) whose names appear on the register of members of H Shares, kept by Computershare Hong Kong Investor Services Limited on Friday, 18 June 2021 (hereinafter referred to as "Shareholders of H Shares");
   2. The proxies appointed by the above shareholders;
   3. The directors, supervisors and senior management of the Company; and
   4. The intermediate agents engaged by the Company and the guests invited by the Board of Directors of the Company.
2. MATTERS TO BE CONSIDERED AND APPROVED AT THE MEETING
   The following resolutions will be considered and approved at the Meeting:

ORDINARY RESOLUTIONS

1. Work Report of the Board of Directors for the year 2020;
2. Work Report of the Board of Supervisors for the year 2020;
3. Annual Report for the year 2020 (including the Audited Financial Report);
4. Audited Financial Statements for the year 2020;
5. Proposal regarding the Profit Appropriation Plan for the year 2020 (including the distribution of final dividend) (note 1);
6. Resolution regarding the Engagement of Accounting Firms for the year 2021 (note 2);
7. Related Party Transaction Report for the year 2020;
8. Resolution regarding the Election of Mr. Li Chaoxian as an Independent Non-executive Director of the Company (note 3);
9. Resolution regarding the Election of Mr. Shi Yongdong as an Independent Non-executive Director of the Company (note 3);
10. Resolution regarding the Election of Mr. Guo Xikun as a Shareholder Supervisor of the Company (note 3);
11. Medium-termCapital Management Plan for 2021-2023(note 3); and
12. Resolution regarding the Redemption of Capital Bonds (note 3).

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SPECIAL RESOLUTIONS

1. Proposal regarding the Authorisation to Issue Capital Bonds (note 3); and
2. Proposal regarding the General Mandate to Issue Shares and/or Deal with Share Options (note 3).

The special resolutions set out above must be approved by more than two-thirds of the voting rights held by the Shareholders (including their proxies) with voting rights attending the Meeting.

The following reports will be delivered at the Meeting:

1. The evaluation report on duty performance of the Board of Directors and its members for the year 2020;
2. The evaluation report on duty performance of the Board of Supervisors and its members for the year 2020;
3. Independent Directors' annual work and cross-appraisal report for the year 2020;
4. External Supervisors' annual work and cross-appraisal report for the year 2020; and
5. The evaluation report on duty performance of the senior management and its members for the year 2020.

Notes:

1. The Company proposes to declare a cash dividend not less than 30% of the net profit attributable to the ordinary shareholders of the Company of RMB95.691 billion (as shown in the audited consolidated financial statements of the Company for the year 2020 prepared under the PRC GAAP). Details of the Profit Appropriation Plan are set out below:

1. 10% of the audited net profit of RMB88.674 billion of the Company for the year 2020, equivalent to RMB8.867 billion, will be appropriated to the statutory surplus reserve in accordance with the relevant requirements of the "Company Law of the People's Republic of China".
2. 1.5% of the total amount of the increased risk-bearing assets of the Company, equivalent to RMB8.247 billion, will be appropriated to the general reserve in accordance with the relevant requirements of the "Administrative Measures for the Provision of Reserves of Financial Enterprises" (金融企業準備金計 提管理辦法) promulgated by the Ministry of Finance.
3. Based on the total share capital of A Shares and H Shares on the record date for implementation of the profit appropriation, the Company will pay a cash dividend of RMB1.253 (tax included) for every share to all registered shareholders of the Company. The cash dividend will be denominated and declared in RMB, payable in RMB for the Shareholders of A Shares and in HKD for the Shareholders of H Shares. The actual appropriation amount in HKD will be calculated based on the average RMB/HKD benchmark rates to be released by the People's Bank of China for the week before the date of the general meeting (including the day of the general meeting). The retained profit will be carried forward to the next year.
4. The Company did not transfer any capital reserve into share capital in 2020.

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1. The Company proposes to engage Deloitte Touche Tohmatsu Certified Public Accountants LLP (Special General Partnership) as the domestic accounting firm of the Company and its subsidiaries in China for 2021 and Deloitte Touche Tohmatsu Certified Public Accountants, the relevant overseas member of Deloitte Touche Tohmatsu Certified Public Accountants LLP (Special General Partnership), be engaged as the international accounting firm of the Company and its overseas subsidiaries for 2021. The term of office of the above engagements shall be one year.
   The audit fees (including but not limited to all miscellaneous costs such as travelling expenses, accommodation expenses and communication expenses) shall not exceed RMB29.58 million, which are the aggregate of the audit fees of each of the subsidiaries of the Group within the accounting consolidation scope of the financial statements of the Company and the Group. If there are new entities to be included into the scope of consolidation or changes in the actual audit demands of existing entities during the year, and in consideration of the impact of exchange rate fluctuations, the final actual payment amount may be slightly different from such amount.
2. For details, please refer to the circular of the Company dated 26 May 2021 (the "Circular").

1. REGISTRATION OF THE MEETING
   Registration Matters for Shareholders of H Shares
   1. Closure of Register of Members of H Shares

Closure of register of members for the Meeting of 2020

In order to determine the Shareholders of H shares who will be entitled to attend the Meeting, the register of members of the Company will be closed from Friday, 18 June 2021 to Friday, 25 June 2021 (both days inclusive), during which period no transfer of shares will be registered.

In order to qualify to attend the Meeting, the holders of H shares of the Company whose transfer documents have not been registered must lodge the transfer documents accompanied by share certificates with the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712- 1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong by no later than 4:30 p.m. on Thursday, 17 June 2021. Shareholders of H Shares whose names are recorded in the register of members of the Company on Friday, 18 June 2021 are entitled to attend the Meeting.

Closure of register of members for payment of final dividend for the year 2020

In order to determine the Shareholders of H Shares entitled to receive the final dividend for the year ended 31 December 2020, the register of members of the Company will be closed from Wednesday, 7 July 2021 to Monday, 12 July 2021 (both days inclusive), during which period no transfer of shares will be registered.

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In order to qualify to receive the final dividend, holders of H shares of the Company who have not had their transfer documents registered must lodge the transfer documents accompanied by share certificates with the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong by no later than 4:30 p.m. on Tuesday, 6 July 2021. Shareholders of H Shares whose names are recorded in the register of members of the Company on Monday, 12 July 2021 are entitled to receive the final dividend for the year 2020.

2. Registration of Attendance

A qualified H share holder or shareholder proxy entitled to attend the Meeting shall produce his/her ID card for registration. In case of corporate shareholder, its legal representative or other authorised representative appointed by resolutions of its board of directors or its governing body can attend the Meeting. Such authorised representative shall produce for registration a copy of the resolutions of the board of directors or the governing body appointing him/her.

In accordance with the requirements regarding the prevention and control of the COVID-19 pandemic, the Company recommends Shareholders of H shares and attorneys duly authorised by Shareholders of H shares to attend the Meeting by first appointing the chairman of the AGM to vote.

3. Requirements for Proxies on Registration and Documents to be Provided when Voting

1. Any shareholder of H shares entitled to participate in and vote at the Meeting may appoint one or more persons as his/her proxy/proxies to participate in and vote at the Meeting on his/her behalf. A proxy may not necessarily be a shareholder of the Company.
2. A shareholder of H shares shall appoint a proxy in writing. The shareholder of H shares or his/her attorney duly authorised in writing shall sign the proxy form. If the shareholder of H shares is a domestic legal entity, the proxy form must be under its company seal and signed by its legal representative; if the shareholder of H shares is an overseas legal entity, the proxy form must be either under its company seal or signed by its director(s) or the attorney(s) duly authorised by its board of directors. If the proxy form is signed by the attorney duly authorised by the shareholder of H shares, the power of attorney authorising that person to sign or other authorisation document(s) shall be notarized.

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