Industrial and Commercial Bank of China : Announcement of the Resolutions of the Board of Directors

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Stock Code: 1398

EUR Preference Shares Stock Code: 4604

ANNOUNCEMENT OF THE RESOLUTIONS OF

THE BOARD OF DIRECTORS

A meeting of the board of directors (the "Board") of Industrial and Commercial Bank of China Limited (the "Bank") was held at the Bank's head office at 55 Fuxingmennei Avenue, Xicheng District, Beijing on 28 August 2020. There were 13 directors eligible for attending the meeting, of whom 12 directors attended the meeting in person and 1 director attended the meeting by proxy, namely, Mr. Chen Siqing, Chairman of the Board, appointed Mr. Gu Shu, Vice Chairman of the Board, to attend the meeting and exercise the voting right on his behalf. Mr. Guan Xueqing, the Board Secretary, attended the meeting. Certain members of the board of supervisors were in attendance at the meeting. The meeting was convened in compliance with the provisions of the laws, regulations, and requirements under the Articles of Association of Industrial and Commercial Bank of China Limited (the "Articles") and the Rules of Procedures for the Board of Directors of Industrial and Commercial Bank of China Limited.

As appointed by Mr. Chen Siqing, Chairman of the Board, Mr. Gu Shu, Vice Chairman of the Board, presided over the meeting. The directors attending the meeting considered and approved the proposals stated below:

1. Proposal on the 2021-2023 Capital Planning of ICBC

Voting result of this proposal: 13 valid votes, 13 voted in favour of this proposal, 0 voted against and 0 abstained from voting.

During the planning period, the planning objectives of the Bank's capital adequacy ratio are: subject to compliance with the regulatory requirements, to maintain the capital adequacy ratio above 13.0%, tier 1 capital adequacy ratio above 11.0%, and core tier 1 capital adequacy ratio above 10.0%. To realise the abovementioned objectives, the Bank will adamantly implement the relevant policies of financial support to the real economy and the regulatory requirements, insist on increasing revenue and reducing expenditure, reducing consumption and increasing efficiency, and improve the level of capital management by multiple measures.

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This proposal shall be submitted to the general meeting of shareholders of the Bank for consideration. Details are available in the meeting materials of the general meeting of shareholders to be separately published by the Bank.

2. Proposal on the Issuance of Undated Additional Tier 1 Capital Bonds

Voting result of this proposal: 13 valid votes, 13 voted in favour of this proposal, 0 voted against and 0 abstained from voting.

In order to reinforce the Bank's capacity in supporting the real economy and risk resilience, further enhance the capital strength, optimize the capital structure and maintain the good market reputation of the Bank, the Board resolved that no more than RMB100 billion undated additional tier 1 capital bonds will be issued in the domestic market.

This proposal shall be submitted to the general meeting of shareholders of the Bank for consideration. Details are available in the meeting materials of the general meeting of shareholders to be separately published by the Bank.

3. Proposal on the Appointment of Mr. Xu Shouben as Senior Executive Vice President of Industrial and Commercial Bank of China Limited

Voting result of this proposal: 13 valid votes, 13 voted in favour of this proposal, 0 voted against and 0 abstained from voting.

In accordance with the Company Law of the People's Republic of China and other laws and regulations and the relevant requirements of the Bank, the Board resolved to appoint Mr. Xu Shouben as Senior Executive Vice President of Industrial and Commercial Bank of China Limited. After the Board considered and approved Mr. Xu Shouben's appointment, it shall be reported to the China Banking and Insurance Regulatory Commission for approval. The biography of Mr. Xu Shouben is set out in the Appendix.

As at the date of this announcement, Mr. Xu Shouben has not held directorships in listed companies in the last three years, he does not have any relationship with directors, other senior management, substantial shareholders or controlling shareholders of the Bank, nor does he hold any interests in the shares of the Bank within the meaning of Part XV of the Hong Kong Securities and Futures Ordinance.

The view of the Independent Directors on this proposal: Agree.

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4. Proposal on the Employment Plan of the Group for 2021

Voting result of this proposal: 13 valid votes, 13 voted in favour of this proposal, 0 voted against and 0 abstained from voting.

5. Proposal on the 2020 Interim Report and its Abstract

Voting result of this proposal: 13 valid votes, 13 voted in favour of this proposal, 0 voted against and 0 abstained from voting.

Details are available on the website of the Shanghai Stock Exchange (www.sse.com.cn).

6. Proposal on Adjusting the Business Plan of Inclusive Finance for 2020

Voting result of this proposal: 13 valid votes, 13 voted in favour of this proposal, 0 voted against and 0 abstained from voting.

In the first half of 2020, the Bank advanced its campaigns on inclusive finance in depth and kept improving the availability and convenience of financing for micro and small enterprises. The Bank actively promoted innovation of relevant credit products, continuously increased credit support for micro and small enterprises and fully assisted such enterprises to resume operation and production. According to business development needs and in combination with regulatory requirements, the Board resolved to adjust the Business Plan of Inclusive Finance for 2020 to further increase the Bank's supply of inclusive financial services.

7. Proposal on the 2020 Interim Risk Management Report

Voting result of this proposal: 13 valid votes, 13 voted in favour of this proposal, 0 voted against and 0 abstained from voting.

8. Proposal on Verifying the Country Risk Concentration Limit

Voting result of this proposal: 13 valid votes, 13 voted in favour of this proposal, 0 voted against and 0 abstained from voting.

9. Proposal on Reviewing the Country Risk Management Policy (Version 2020)

Voting result of this proposal: 13 valid votes, 13 voted in favour of this proposal, 0 voted against and 0 abstained from voting.

10. Proposal on Reviewing the Rules for Market Risk Management (Version 2020)

Voting result of this proposal: 13 valid votes, 13 voted in favour of this proposal, 0 voted against and 0 abstained from voting.

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11. Proposal on Reviewing the Consolidated Management Rules (Version 2020)

Voting result of this proposal: 13 valid votes, 13 voted in favour of this proposal, 0 voted against and 0 abstained from voting.

12. Proposal on Reviewing the Regulations on the Operational Risk Management (Version 2020)

Voting result of this proposal: 13 valid votes, 13 voted in favour of this proposal, 0 voted against and 0 abstained from voting.

13. Proposal on the 2020 Interim Report on the Management of Interest Rate Risk in the Banking Book of Industrial and Commercial Bank of China Limited

Voting result of this proposal: 13 valid votes, 13 voted in favour of this proposal, 0 voted against and 0 abstained from voting.

14. Proposal on Distribution of Dividend for " 工行優 2"

Voting result of this proposal: 13 valid votes, 13 voted in favour of this proposal, 0 voted against and 0 abstained from voting.

The Bank issued RMB70,000 million Domestic Preference Shares in September 2019 (" 工 行優 2"). Pursuant to the terms of the issuance, subject to compliance with capital adequacy ratios stipulated by regulatory rule requirements, the Bank has distributable profit after-tax to satisfy the conditions precedent for distribution of dividends on Preference Shares, after setting aside funds as the statutory reserve and the general reserve. The proposed total amount of dividend is RMB2,940 million. The dividend plan for Preference Shares is as follows:

1. Dividend rate
   The dividend rate of the Domestic Preference Shares is 4.2% (pre-tax, and tax payable arising from dividend income gained by holders of Domestic Preference Shares shall be borne by them in accordance with relevant laws and regulations).
2. Amount of dividend to be paid
   According to the principal amount of Domestic Preference Shares of RMB70,000 million and the dividend rate of 4.2%, the Bank has determined that the total amount of dividend to be distributed for the Domestic Preference Shares is RMB2,940 million.

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1. Date of dividend distribution
   According to the prospectus in relation to the issue of " 工行優 2", the date of dividend payment shall be 24 September each year, as such, the date of distribution for the Bank's Domestic Preference Shares shall be Thursday, 24 September 2020.

The views of Independent Directors on this proposal: Agree.

15. Proposal on the Renewal of the Liability Insurance for Directors, Supervisors and Senior Management Members for 2020-2021

Voting result of this proposal: 13 valid votes, 13 voted in favour of this proposal, 0 voted against and 0 abstained from voting.

16. Proposal to Convene the Second Extraordinary General Meeting of 2020

Voting result of this proposal: 13 valid votes, 13 voted in favour of this proposal, 0 voted against and 0 abstained from voting.

The second extraordinary general meeting of 2020 of the Bank is proposed to be held on 26 November 2020. Details are available in the notice of the second extraordinary general meeting of 2020 to be separately published by the Bank.

Appendix: Biography of Mr. Xu Shouben

The Board of Directors of

Industrial and Commercial Bank of China Limited

Beijing, PRC

28 August 2020

As at the date of this announcement, the board of directors comprises Mr. CHEN Siqing, Mr. GU Shu and Mr. LIAO Lin as executive directors, Mr. LU Yongzhen, Mr. ZHENG Fuqing, Ms. MEI Yingchun, Mr. FENG Weidong and Ms. CAO Liqun as non-executive directors, Mr. Anthony Francis NEOH, Mr. YANG Siu Shun, Mr. SHEN Si, Mr. Nout WELLINK and Mr. Fred Zuliu HU as independent non-executive directors.

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Appendix

Biography of Mr. Xu Shouben

Mr. Xu Shouben, male, Chinese nationality, born in April 1969.

Mr. Xu joined Guangdong Branch of Industrial and Commercial Bank of China in April 1995. He was appointed as Deputy Head of Guangdong Branch in March 2011 and Head of Shenzhen Branch in July 2015.

Mr. Xu obtained a Doctorate degree in Economics from Sun Yat-sen University. His professional title is senior economist.

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