Industrial and Commercial Bank of China : Circular of the Second Extraordinary General Meeting of 2020

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Industrial and Commercial Bank of China Limited, you should at once hand this circular together with the accompanying proxy form and the reply slip to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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

Stock Code: 1398

EUR Preference Shares Stock Code: 4604

USD Preference Shares Stock Code: 4620

NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2020

A notice convening the EGM to be held at Industrial and Commercial Bank of China Limited, 55 Fuxingmennei Avenue, Xicheng District, Beijing, PRC on Thursday, 26 November 2020 at 2:50 p.m., is set out on pages 12 to 13 of this circular.

If you intend to appoint a proxy to attend the EGM, you are required to complete and return the accompanying proxy form in accordance with the instructions printed thereon. For holders of H Shares, the proxy form should be returned to Computershare Hong Kong Investor Services Limited by hand or by post not less than 24 hours before the time appointed for holding the EGM or any adjourned meeting thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or at any adjourned meeting should you so wish, but in such event the instrument appointing a proxy shall be deemed to be revoked.

If you intend to attend the EGM in person or by proxy, you are required to complete and return the reply slip to Computershare Hong Kong Investor Services Limited or to the Bank's Board of Directors' Office on or before Friday, 6 November 2020.

The Chinese and English versions of the circular and the enclosed proxy form and reply slip are available on the Bank's website (www.icbc-ltd.com) and the "HKEXnews" website of HKEX (www.hkexnews.hk). You may download or access the aforesaid documents by clicking "Investor Relations" on the homepage of the Bank's website or browsing through the HKEXnews website of HKEX. If there are any inconsistencies between the Chinese version and the English version of this circular, the Chinese version shall prevail.

9 October 2020

TABLE OF CONTENTS

			Page
DEFINITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
1	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
2	PROPOSAL ON THE 2021-2023 CAPITAL PLANNING OF ICBC . . . . . . . . .	3
3	PROPOSAL ON THE ISSUANCE OF
	UNDATED ADDITIONAL TIER 1 CAPITAL BONDS . . . . . . . . . . . . .	4
4	PROPOSAL ON THE PAYMENT PLAN OF
	REMUNERATION TO DIRECTORS FOR 2019 . . . . . . . . . . . . . . . .	5
5	PROPOSAL ON THE PAYMENT PLAN OF
	REMUNERATION TO SUPERVISORS FOR 2019 . . . . . . . . . . . . . . .	5
6	THE EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
7	RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
APPENDIX 1	THE 2021-2023 CAPITAL PLANNING OF ICBC . . . . . . . . . . . .	6
APPENDIX 2	PAYMENT PLAN OF REMUNERATION TO DIRECTORS FOR 2019 . . .	9
APPENDIX 3	PAYMENT PLAN OF REMUNERATION TO SUPERVISORS FOR 2019 . .	11
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

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DEFINITION

In this circular, unless the context requires otherwise, the following expressions have the following meanings:

"A Shares"	domestic shares of RMB1.00 each in the ordinary share capital of
	the Bank, which are listed on the Shanghai Stock Exchange and
	traded in RMB
"Articles"	the articles of association of the Bank from time to time
"Bank"	Industrial and Commercial Bank of China Limited (中國工商銀
	行股份有限公司), a joint stock limited company incorporated
	in the PRC, the H Shares and offshore preference shares of
	which are listed on the Hong Kong Stock Exchange (H Shares
	Stock Code: 1398, EUR Preference Shares Stock Code: 4604 and
	USD Preference Shares Stock Code: 4620) and the A Shares and
	domestic preference shares of which are listed on the Shanghai
	Stock Exchange (A shares Stock Code: 601398 and Domestic
	Preference Shares Stock Codes: 360011, 360063), respectively
"Board"	the board of directors of the Bank
"Company Law"	the Company Law of the People's Republic of China
"Directors"	the directors of the Bank
"EGM"	the second extraordinary general meeting for the year 2020 of the
	Bank to be held on 26 November 2020
"H Shares"	overseas listed foreign shares of RMB1.00 each in the ordinary
	share capital of the Bank, which are listed on the Hong Kong
	Stock Exchange and traded in Hong Kong dollars
"HKD"	Hong Kong dollars, the lawful currency of Hong Kong
"HKEX"	Hong Kong Exchanges and Clearing Limited
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Hong Kong Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Listing Rules"	Rules Governing the Listing of Securities on The Stock Exchange
	of Hong Kong Limited
"Ordinary Shares"	A Shares and/or H Shares
"PRC"	the People's Republic of China
"RMB"	Renminbi, the lawful currency of the PRC
"Shareholders"	holders of Shares
"Shares"	Ordinary shares and/or preference shares
	- 1 -

LETTER FROM THE BOARD

	Stock Code: 1398
	EUR Preference Shares Stock Code: 4604
	USD Preference Shares Stock Code: 4620
Executive Directors:	Registered Office:
Mr. Chen Siqing	55 Fuxingmennei Avenue
Mr. Gu Shu	Xicheng District, Beijing 100140
Mr. Liao Lin	PRC
Non-executive Directors:	Place of Business in Hong Kong:
Mr. Lu Yongzhen	33/F, ICBC Tower
Mr. Zheng Fuqing	3 Garden Road
Ms. Mei Yingchun	Central, Hong Kong
Mr. Feng Weidong
Ms. Cao Liqun

Independent non-executive Directors:

Mr. Anthony Francis Neoh

Mr. Yang Siu Shun

Mr. Shen Si

Mr. Nout Wellink

Mr. Fred Zuliu Hu

9 October 2020

To the Shareholders

Dear Sir or Madam,

NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2020

1 INTRODUCTION

The purpose of this circular is to provide you with information regarding certain proposals to be considered at the EGM and to set out the notice of the EGM.

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