Huaneng Power International : NOTICE OF 2020 ANNUAL GENERAL MEETING

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(Stock Code: 902)

NOTICE OF 2020 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2020 annual general meeting (the "Annual General Meeting" or "General Meeting") of Huaneng Power International, Inc. (the "Company") will be held at 9:00 a.m. on 22 June 2021 at Conference Room A102, the headquarters the Company, Huaneng Building, 6 Fuxingmennei Street, Xicheng District, Beijing, the People's Republic of China for considering and approving the following resolutions:

ORDINARY RESOLUTIONS

1. To consider and approve the working report from the Board of Directors of the Company for 2020
2. To consider and approve the working report from the Supervisory Committee of the Company for 2020
3. To consider and approve the audited financial statements of the Company for 2020
4. To consider and approve the profit distribution plan of the Company for 2020 (Note 1)
5. To consider and approve the proposal regarding the appointment of the Company's auditors for 2021 (Note 2)

SPECIAL RESOLUTIONS

6.00 Proposals regarding the issue of short-term debentures, super short term debentures and debt financing instruments (by way of non-public placement) by the Company

6.01 To consider and approve the proposal regarding the issue of short-term debentures by the Company (Note 3)

6.02 To consider and approve the proposal regarding the issue of super short-term debentures by the Company (Note 3)

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1. 6.03 To consider and approve the proposal regarding the issue of debt financing instruments (by way of non-public placement) (Note 3)

2. To consider and approve the proposal regarding the granting of the general mandate of issue domestic and/or overseas debt financing instruments (Note 3)
3. To consider and approve the proposal regarding the granting of general mandate to the Board of Directors to issue domestic shares and/or overseas listed foreign shares (Note 3)

By Order of the Board

Huaneng Power International, Inc.

Huang Chaoquan

Company Secretary

As at the date of this notice, the directors of the Company are:

Zhao Keyu (Executive Director)	Xu Mengzhou (Independent Non-executive Director)
Zhao Ping (Executive Director)	Liu Jizhen (Independent Non-executive Director)
Huang Jian (Non-executive Director)	Xu Haifeng (Independent Non-executive Director)
Wang Kui (Non-executive Director)	Zhang Xianzhi (Independent Non-executive Director)
Lu Fei (Non-executive Director)	Xia Qing (Independent Non-executive Director)
Teng Yu (Non-executive Director)
Mi Dabin (Non-executive Director)
Cheng Heng (Non-executive Director)
Li Haifeng (Non-executive Director)
Lin Chong (Non-executive Director)
Beijing, the PRC
7 May 2021

Notes:

1. The profit distribution plan of the Company for 2020
   The Company's proposed profit distribution plan for 2020 is a cash dividend of RMB0.18 (tax inclusive) for each ordinary share of the Company, which is on the basis of the total share capital of the Company. It was estimated that the total amount of cash to be paid as dividends will be RMB2,825,656,804.62.
2. Proposal regarding the appointment of the Company's auditors for 2021
   The board of directors of the Company proposes to appoint Ernst & Young Hua Ming LLP to be the Company's domestic auditors and the auditors for U.S. 20F annual report, and Ernst & Young to be the Company's Hong Kong auditors for 2020. The total remuneration for 2021 is RMB26.5 million, including internal control audit fees of RMB3.98 million, which shall be subject to appropriate adjustment according to the actual audit scope.

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1. Please refer to the circular of the Company dated 7 May 2021 for details.
2. Proxy
3. 1. A member eligible to attend and vote at the Annual General Meeting is entitled to appoint, in written form, one or more proxies to attend and vote on his behalf. A proxy needs not be a shareholder.
   2. A proxy should be appointed by a written instrument signed by the appointor or its attorney duly authorised in writing. If the form of proxy is signed by the attorney of the appointor, the power of attorney authorising that attorney to sign or other authorisation document(s) shall be notarised.
   3. To be valid, the power of attorney or other authorisation document(s) which have been notarised together with the completed form of proxy must be delivered, in the case of holders of Domestic Shares, to the Company and, in the case of holders of H Shares, to Hong Kong Registrars Limited, not less than 24 hours before the time designated for holding of the Annual General Meeting.
   4. If more than one proxy is appointed by a shareholders such proxies shall only exercise the right to vote by poll.
   5. The resolutions set out in this Notice will be voted by poll.
4. Registration procedures for attending the Annual General Meeting
5. 1. A shareholder or his proxy shall produce proof of identity when attending the meeting. If a shareholder is a legal person, its legal representative or other persons authorised by the board of directors or other governing body of such shareholder may attend the Annual General Meeting by producing a copy of the resolution of the board of directors or other governing body of such shareholder appointing such person(s) to attend the meeting.
   2. Holders of H Shares intending to attend the Annual General Meeting should return the reply slip for attending the Annual General Meeting to the Company on or before 2 June 2021.
   3. Shareholders may send the reply slip to the Company in person, by post or by fax.
6. Registration Matters for H Shareholders
7. 1. Closure of Register of Members of H Shares for attending the Annual General Meeting
      In order to determine the shareholders of H shares who will be entitled to attend the Annual General Meeting, the Company will suspend registration of transfer of H shares from 1 June 2021 to 22 June 2021 (both days inclusive).
      In order to qualify to attend and vote at the Annual General Meeting, non-registered holders of H shares of the Company whose transfer documents have not been registered must deposit the transfer documents accompanied by relevant share certificates to the Company's H Share Registrar, Hong Kong Registrars Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong by no later than 4:30 p.m. on 31 May 2021. Holders of H shares whose names are recorded in the register of member of the Company on 22 June 2021 are entitled to attend the Annual General Meeting.

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1. Closure of Register of Members for Payment of the Final Dividend for 2020
   In order to determine the H Shareholders entitled to receive the 2020 Final Dividend, the Company will suspend registration of transfer of H Shares from 7 July 2021 to 12 July 2021 (both days inclusive).
   Non-registered holders of H Shares of the Company who have not had their transfer documents registered must deposit the transfer documents accompanied by relevant share certificate(s) to the Company's H Share Registrar, Hong Kong Registrars 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 6 July 2021. The H Shareholders whose names are recorded in the register of members of the Company on 12 July 2021 are entitled to receive the 2020 Final Dividend.

7. Other Businesses

1. Shareholders and their proxies who attend shall bear their own accommodation and travelling expenses.
2. The address of the Share Registrar for H Shares of the Company, Hong Kong Registrars Limited, is at:
   1712-1716, 17/F, Hopewell Centre
   183 Queen's Road East Wanchai
   Hong Kong
3. The address for contact:
   Capital Market Department of Huaneng Power International, Inc. Huaneng Building,
   6 Fuxingmennei Street,
   Xicheng District, Beijing 100031, The People's Republic of China

4.	Contact Person:	Xie Meixin / Hu Boxuan
	Contact Telephone No:	([phone] / ([phone]
	Email address:	[e-mail] / [e-mail]

5. Time and dates in this notice are Hong Kong time and dates.

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