Industrial and Commercial Bank of China : Proxy Form for Holders of H Shares for the First Extraordinary General Meeting of 2020 to be Held on 8 January 2020

Stock Code: 1398

USD Preference Shares Stock Code: 4603

EUR Preference Shares Stock Code: 4604

RMB Preference Shares Stock Code: 84602

Proxy Form for Holders of H Shares for the First Extraordinary General Meeting of 2020

to be held on 8 January 2020

I/We (Note 1)

of			,
being the registered holder(s) of		(Note 2) H shares of RMB1.00 each in the capital of Industrial and Commercial Bank of

China Limited (the "Bank"), hereby appoint the Chairman of the meeting or (Note 3) of

to act as my/our proxy to attend and vote for me/us and on my/our behalf at the First Extraordinary General Meeting of 2020 (the "EGM") of the Bank to be held at Industrial and Commercial Bank of China Limited, No. 55 Fuxingmennei Avenue, Xicheng District, Beijing, PRC on Wednesday, 8 January 2020 at 2:50 p.m. or any adjournment thereof, for the purpose of considering and if thought fit, passing the resolution set out in the notice convening the EGM, and voting on behalf of me/us under my/our name as indicated below (Note 4) in respect of the resolution to be proposed at the EGM and any of its adjournment.

Unless otherwise indicated, capitalised terms used herein shall have the same meanings as those defined in the circular of the Bank dated 10 December 2019.

Ordinary Resolution

For(Note 4)

Against(Note 4) Abstained(Note 4)

1 Proposal on the Election of Mr. Yang Guozhong as Shareholder Supervisor of Industrial and Commercial Bank of China Limited

Dated

Signature of holders of H shares (Note 5)

Notes:

Important: You should first read the circular of the Bank dated 10 December 2019 before appointing a proxy.

1. Please insert full name(s) and address as registered in the register of members in BLOCK CAPITALS.
2. Please insert the number of shares registered in your name(s) relating to this proxy form. If no number is inserted, this proxy form will be deemed to relate to all shares registered in your name(s).
3. If a proxy other than the Chairman of the meeting is preferred, cross out the words "the Chairman of the meeting or" and insert the full name and address of the proxy (or proxies) desired in the space provided. If you are a shareholder of the Bank who is entitled to attend and vote at the EGM convened by the aforementioned notice, you are entitled to appoint one or more proxies to attend and vote on your behalf. A proxy need not be a shareholder of the Bank. ANY CHANGES TO THIS PROXY FORM SHOULD BE
   INITIALLED BY THE PERSON WHO SIGNS IT.
4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK THE APPROPRIATE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK THE BOX MARKED "AGAINST". IF YOU WISH TO VOTE ABSTAINED THE RESOLUTION, TICK THE BOX MARKED "ABSTAINED". If no direction is given, the proxy will be entitled to vote or abstain as he thinks fit. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the EGM other than that referred to in the notice convening the EGM.
5. This proxy form must be signed by you, or your attorney duly authorised in writing or, if you are a corporation, must either be executed under the common seal or under the hand of a director or duly authorised attorney(s). If this proxy form is signed by an attorney of a shareholder, the power of attorney or other authority (if any) under which it is signed must be notarised.
6. In the case of joint holders of any share, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders are present at the EGM whether attending in person or by proxy, the vote of the person, whose name stands first on the register of members of the Bank in respect of such share (in person or by proxy) shall be accepted to the exclusion of the vote(s) of the other joint holder(s).
7. To be valid, this proxy form together with the power of attorney or other authorisation document (if any) must be deposited at the H share registrar of the Bank by hand, by post or by fax not less than 24 hours before the time fixed for the holding of the EGM or any adjournment thereof (as the case may be). Completion and delivery of this proxy form will not preclude shareholders from attending and voting at the EGM if he so wishes. In such event, the instrument appointing a proxy shall be deemed to be revoked. The H share registrar of the Bank is Computershare Hong Kong Investor Services Limited, whose address is at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (Tel: [phone], Fax: [phone]).
8. Identification documents must be shown by shareholder(s) or proxies to attend the EGM.