Shanghai Electric : Supplemental Proxy Form

(a joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 02727)

Supplemental Form of Proxy for the Extraordinary General Meeting to be held on

Tuesday, 20 April 2021

I/We1 of being the registered holder(s) of2

H shares of RMB1.00

each in the share capital of Shanghai Electric Group Company Limited (the "Company") HEREBY APPOINT THE CHAIRMAN OF THE MEETING3 or of as my/our proxy to attend and act for me/us at the extraordinary general meeting of the Company (the "EGM") to be held at Fulin Hall, 9th Floor, Shanghai Bund Yujinxiang Xinya Hotel, 422 Tiantong Road, Shanghai, the PRC at 9:00 a.m. on Tuesday, 20 April 2021 (and any adjournment thereof) for the purpose of considering and, if thought fit, passing the resolutions as set out in the supplemental notice convening the EGM and at the EGM (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below.

SPECIAL RESOLUTIONS	FOR4	AGAINST4	ABSTAIN4
2.	To consider and approve the grant of the General Mandate to issue Shares to the Board.
3.	To consider and approve the resolution on the Company's compliance with the conditions of Non-public Issuance of A Shares.
4.	To consider and approve the Issuance Proposal for the proposed Non-public Issuance of A Shares:
4.1 class and par value of Shares to be issued;
4.2 method and time of issuance;
4.3 target subscribers and subscription method;
4.4 Pricing Benchmark Date, issue price and pricing principles;
4.5 number of Shares to be issued;
4.6 lock-up period arrangement;
4.7 place of listing of the new A Shares to be issued;
4.8 arrangement of accumulated undistributed profits;
4.9 validity of the resolutions in respect of the Non-public Issuance of A Shares; and
4.10 use of proceeds.
5.	To consider and approve the resolution on the Plan for the Non-public Issuance of A Shares.
6.	To consider and approve the resolution on the Feasibility Analysis Report on the Use of Proceeds from the Non-public Issuance of A Shares.
7.	To consider and approve the resolution on the report on the use of previously raised proceeds of the Company as of 31 December 2020.
8.	To consider and approve the resolution on the remedial measures for the dilution of immediate returns upon the Non-public Issuance of A Shares and undertakings by the relevant persons.
SPECIAL RESOLUTIONS	FOR4	AGAINST4	ABSTAIN4
9.	To consider and approve the resolution on the Company's Plan on Shareholders' Return for the Upcoming Three Years (2021 - 2023).
10.	To consider and approve the resolution on the authorisation to the Board and its authorised person(s) to deal with matters relevant to the Non-public Issuance of A Shares.

Date:

2021

Signature(s)5:

Notes :

• 1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS.

• 2. Please insert the number of shares registered in your name(s) to which this proxy related. If no number is inserted, this supplemental form of proxy will be deemed to relate to all shares registered in your name(s).

• 3. If any proxy other than the Chairman of the Meeting is preferred, strike out the words "THE CHAIRMAN OF THE MEETING" and insert the name and address of the proxy desired in the space provided. A Shareholder entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote in his stead. A proxy needs not be a shareholder of the Company but must attend the EGM in person to represent you. ANY ALTERATION MADE TO THIS SUPPLEMENTAL FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

• 4. IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED "AGAINST". IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, TICK IN THE BOX MARKED "ABSTAIN". Any abstain vote or waiver to vote shall be disregarded as voting rights for the purpose of calculating the result of that resolution. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his/her discretion. Unless you have indicated otherwise in this supplemental form of proxy, your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the EGM other than those referred to in the notice and supplemental notice convening the EGM.

• 5. This supplemental form of proxy must be signed by you or your attorney duly authorised in writing. In the case of a corporation, the same must be either under its common seal or under the hand of its director(s) or duly authorised attorney(s). If the supplemental form of proxy is signed by an attorney of the shareholder, the power of attorney authorising that attorney to sign or other authorisation document must be notarised.

• 6. In case of joint holders of any share, any one of such joint holders may vote at the EGM, either personally or by proxy, in respect of such shares as if he/she is solely entitled thereto. However, if more than one of such joint holders are present at the EGM, personally or by proxy, the vote of the joint holder whose name stands first in the register of members and who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of other joint holder(s).

• 7. In order to be valid, this supplemental form of proxy, together with the power of attorney or other authorisation document (if any), must be deposited at the H share registrar of the Company for holders of H Shares not less than 24 hours before the time fixed for holding the meeting or any adjournment thereof (as the case may be). Completion and return of this supplemental form of proxy will not preclude a Shareholder from attending and voting in person at the meeting if he/she so wishes. The H share registrar of the Company is Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.

• 8. Shareholders or their proxies attending the EGM shall produce their identity documents.

• 9. This proxy form is the supplemental form of proxy for the purpose of covering the supplemental resolutions and only serves as a supplement to the original proxy form for the EGM.

• 10. This supplemental form of proxy will not affect the validity of any proxy form duly completed and delivered by you in respect of the resolution set out in the notice of the EGM dated 5 March 2021. If you do not duly complete and deliver this supplemental form of proxy but have duly completed and delivered the original proxy form and validly appointed a proxy to attend and act for you at the EGM, your proxy will be entitled to vote at his discretion on the ordinary and special resolutions set out in the supplemental notice of the EGM dated 26 March 2021. If you do not duly complete and deliver the original proxy form for the EGM but have duly completed and delivered this supplemental proxy form and validly appointed a proxy to attend and act for you at the EGM, your proxy will be entitled to vote at his/her discretion on the special resolution set out in the Notice of the EGM dated 5 March 2021.

• 11. If the proxy being appointed to attend the EGM under this supplemental form of proxy is different from the proxy appointed under the original proxy form and both proxies attended the EGM, the proxy validly appointed under the original proxy form shall be designated to vote at the EGM.

* For identification purpose only