Industrial and Commercial Bank of China : Second Extraordinary General Meeting of 2020 Held on 26 November 2020 Poll Result

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Stock Code: 1398

EUR Preference Shares Stock Code: 4604

USD Preference Shares Stock Code: 4620

SECOND EXTRAORDINARY GENERAL MEETING OF 2020

HELD ON 26 NOVEMBER 2020

POLL RESULTS

Reference is made to the circular of Industrial and Commercial Bank of China Limited (the "Bank") dated 9 October 2020 (the "Circular"), containing details of the resolutions tabled before the Second Extraordinary General Meeting of 2020 of the Bank (the "EGM") for shareholders' approval.

I. Convening and Attendance of the EGM

The board of directors of the Bank (the "Board") announces that the EGM was held at the head office of the Bank, 55 Fuxingmennei Avenue, Xicheng District, Beijing, PRC on 26 November 2020 at 2:50 p.m..

The total number of shares entitling holders thereof to attend and vote on the resolutions proposed at the EGM was 356,406,257,089 shares. No shareholders of the Bank were entitled to attend but were required to abstain from voting in favour of the proposed resolutions pursuant to Rule 13.40 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and no shareholders were required to abstain from voting at the EGM pursuant to the Listing Rules. 358 holders of shares and authorized proxies holding an aggregate of 304,443,968,907 shares with voting rights, representing 85.4205% of the total number of shares with voting rights of 356,406,257,089, were present at the EGM.

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Number of shareholders and authorized proxies attending the EGM	358
including:	number of A share holders	346
	number of H share holders	12
Total number of shares with voting rights held by shareholders
attending the EGM	304,443,968,907
including:	total number of shares held by A share holders	253,956,463,449
	total number of shares held by H share holders	50,487,505,458
Percentage of total shares with voting rights held by shareholders
attending the EGM (%)	85.4205
including:	percentage of total shares held by A share holders (%)	71.2548
	percentage of total shares held by H share holders (%)	14.1657

Notes:

1. Shareholders attending the EGM include those attending the EGM on-site and by way of online voting.
2. According to the Articles of Association of the Bank and the circumstances of the EGM, the resolutions of the EGM are not required to be considered and approved by the holders of preference shares of the Bank.

The voting of the EGM was conducted by means of on-site voting and online voting in compliance with the relevant provisions of the Company Law of the People's Republic of China (the "Company Law"), the Rules for the General Assemblies of Shareholders of Listed Companies, the Shanghai Stock Exchange Implementation Rules for Network Voting in the General Assemblies of Shareholders of Listed Companies and laws and regulations and relevant provisions of the Articles of Association of Industrial and Commercial Bank of China Limited (the "Articles of Association"). The EGM was convened by the Board of the Bank and chaired by Mr. Gu Shu, Vice Chairman of the Board and President.

13 of the 13 directors of the Bank attended the EGM. 6 of the 6 supervisors of the Bank attended the EGM. Board Secretary of the Bank, Mr. Guan Xueqing, attended the meeting.

In compliance with the requirements of the Listing Rules, Computershare Hong Kong Investor Services Limited, the Bank's H share registrar, acted as scrutineer for the vote-taking of the EGM.

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II. Voting Results of the EGM

At the EGM, all of the proposals set out in the Notice of the Second Extraordinary General Meeting of 2020 dated 9 October 2020 were resolved by polling. The proposals were voted upon by a combination of on-site and online polling. Poll results in respect of the resolutions proposed at the EGM were as follows:

1. Proposal on the 2021-2023 Capital Planning of ICBC Voting result: approved

Details of votes:

Type of shareholders	For	Against	Abstain
No. of votes	Percentage (%)	No. of votes	Percentage (%)	No. of votes	Percentage (%)
A shares	253,925,394,849	99.9878	61,000	0.0000	31,007,600	0.0122
H shares	50,447,910,784	99.9216	518,723	0.0010	39,075,951	0.0774
Ordinary shares in total	304,373,305,633	99.9768	579,723	0.0002	70,083,551	0.0230

2. Proposal on the Issuance of Undated Additional Tier 1 Capital Bonds Voting result: approved

Details of votes:

Type of shareholders	For	Against	Abstain
No. of votes	Percentage (%)	No. of votes	Percentage (%)	No. of votes	Percentage (%)
A shares	253,923,875,649	99.9872	71,600	0.0000	32,516,200	0.0128
H shares	50,386,610,768	99.8002	19,520,723	0.0387	81,373,967	0.1611
Ordinary shares in total	304,310,486,417	99.9562	19,592,323	0.0064	113,890,167	0.0374

3. Proposal on the Payment Plan of Remuneration to Directors for 2019 Voting result: approved

Details of votes:

Type of shareholders	For	Against	Abstain
No. of votes	Percentage (%)	No. of votes	Percentage (%)	No. of votes	Percentage (%)
A shares	253,925,358,249	99.9878	98,400	0.0000	31,006,800	0.0122
H shares	50,401,896,784	99.8304	1,343,723	0.0027	84,264,951	0.1669
Ordinary shares in total	304,327,255,033	99.9617	1,442,123	0.0005	115,271,751	0.0378

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4. Proposal on the Payment Plan of Remuneration to Supervisors for 2019 Voting result: approved

Details of votes:

Type of shareholders	For	Against	Abstain
No. of votes	Percentage (%)	No. of votes	Percentage (%)	No. of votes	Percentage (%)
A shares	253,956,350,049	100.0000	98,400	0.0000	15,000	0.0000
H shares	50,402,721,784	99.8321	19,518,723	0.0387	65,264,951	0.1292
Ordinary shares in total	304,359,071,833	99.9721	19,617,123	0.0064	65,279,951	0.0215

Proposal No. 2 above, which was approved by special resolution, was approved by more than two-thirds of the votes held by the shareholders present at the meeting in person or by proxy. The issuance of Undated Additional Tier 1 Capital Bonds is subject to approval of the relevant regulatory authorities. The other proposals, which were approved by ordinary resolution, were approved by more than half of the votes held by the shareholders present at the meeting in person or by proxy.

In accordance with the relevant regulatory requirements of the China Securities Regulatory Commission and the Shanghai Stock Exchange, the votes of small and medium-sized A share investors1 were calculated separately and the poll results in respect of the following proposed resolution at the EGM were as follows:

No. of		For	Against	Abstain
Name of resolution	No. of	Percentage*	No. of	Percentage*	No. of	Percentage*
resolution
	votes	(%)	votes	(%)	votes	(%)
3	Proposal on the Payment Plan of	6,891,053,434	99.5506	98,400	0.0014	31,006,800	0.4480
Remuneration to Directors for 2019

• Percentage of total shares with voting rights held by small and medium-sized A share investors attending the EGM.

1 Individually or collectively holding A shares less than 5% (excluding 5%) of the shares of the Bank. 4