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This Document Is Important and Requires Your Immediate Attention 829013 \ (ICBC)\ 05/12/2014 \ M28 / Size (210x280) 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) ELECTION OF EXECUTIVE DIRECTOR ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTOR ELECTION OF NON-EXECUTIVE DIRECTORS ELECTION OF SUPERVISOR ADJUSTMENT TO THE VALID PERIOD OF THE ISSUE OF ELIGIBLE TIER-2 CAPITAL INSTRUMENTS AND NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2015 A notice convening the EGM to be held at Industrial and Commercial Bank of China Limited, No. 55 Fuxingmennei Avenue, Xicheng District, Beijing, PRC on Friday, 23 January 2015 at 2:30 p.m., is set out on pages 9 to 10 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 holder of H Shares, the proxy form should be returned to Computershare Hong Kong Investor Services Limited by hand, by post or by fax 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 Saturday, 3 January 2015. The English and Chinese versions of the circular and the enclosed proxy form and reply slip are available on the Bank’s website at www.icbc-ltd.com and the HKExnews’ website of the Hong Kong Exchanges and Clearing Limited at 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 the Hong Kong Exchanges and Clearing Limited. If there are any inconsistencies between the Chinese version and the English version of this circular, the Chinese version shall prevail. 9 December 2014 829013 \ (ICBC)\ 04/12/2014 \ M28 / Size (210x280) TABLE OF CONTENTS Page DEFINITION ..................................................................... 1 LETTER FROM THE BOARD ...................................................... 2 1 INTRODUCTION ......................................................... 3 2 ELECTION OF EXECUTIVE DIRECTOR...................................... 3 3 ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTOR................... 4 4 ELECTION OF NON-EXECUTIVE DIRECTORS................................ 4 5 ELECTION OF SUPERVISOR ............................................... 7 6 ADJUSTMENT TO THE VALID PERIOD OF THE ISSUE OF ELIGIBLE TIER-2 CAPITAL INSTRUMENTS ................................................ 8 7 THE EGM................................................................ 8 8 RECOMMENDATION ..................................................... 8 NOTICE OF EGM ................................................................. 9 — i — 829013 \ (ICBC)\ 04/12/2014 \ M28 / Size (210x280) 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 “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 “Articles” the articles of association of the Bank from time to time “Bank” or “ICBC” 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 A Shares of which are listed on the Hong Kong Stock Exchange (stock code: 1398) and the Shanghai Stock Exchange (stock code: 601398), respectively “Board” the board of directors of the Bank “CBRC” the China Banking Regulatory Commission “Company Law” The Company Law of the People’s Republic of China “Directors” the directors of the Bank “EGM” the first extraordinary general meeting of 2015 of the Bank to be held on 23 January 2015 “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 “PRC” the People’s Republic of China “RMB” Renminbi, the lawful currency of the PRC “Shareholders” holders of Shares “Shares” A Shares and/or H Shares “Huijin” Central Huijin Investment Ltd. — 1 — 829013 \ (ICBC)\ 04/12/2014 \ M28 / Size (210x280) LETTER FROM THE BOARD (Stock Code: 1398) Executive Directors: Registered Office: Mr. Jiang Jianqing (Chairman) No. 55 Fuxingmennei Avenue Mr. Yi Huiman (Vice Chairman and President) Xicheng District, Beijing 100140 Mr. Liu Lixian (Secretary of Party Discipline Committee) PRC Non-executive Directors: Place of Business in Hong Kong: Ms. Wang Xiaoya 33/F, ICBC Tower Ms. Ge Rongrong 3 Garden Road Mr. Li Jun Central, Hong Kong Mr. Wang Xiaolan Mr. Fu Zhongjun Independent non-executive Directors: Mr. Wong Kwong Shing, Frank Sir Malcolm Christopher McCarthy Mr. Kenneth Patrick Chung Mr. Or Ching Fai Mr. Hong Yongmiao Mr. Yi Xiqun 9 December 2014 To the Shareholders Dear Sir or Madam, ELECTION OF EXECUTIVE DIRECTOR ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTOR ELECTION OF NON-EXECUTIVE DIRECTORS ELECTION OF SUPERVISOR ADJUSTMENT TO THE VALID PERIOD OF THE ISSUE OF ELIGIBLE TIER-2 CAPITAL INSTRUMENTS AND NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2015 — 2 — 829013 \ (ICBC)\ 04/12/2014 \ M28 / Size (210x280) LETTER FROM THE BOARD 1 INTRODUCTION At the EGM, eight ordinary resolutions will be proposed for consideration and approval: (1) Proposal on Electing Mr. Jiang Jianqing as Executive Director of Industrial and Commercial Bank of China Limited, (2) Proposal on Electing Mr. Anthony Francis Neoh as Independent Non-executive Director of Industrial and Commercial Bank of China Limited, (3) Proposal on Electing Ms. Wang Xiaoya as Non-executive Director of Industrial and Commercial Bank of China Limited, (4) Proposal on Electing Ms. Ge Rongrong as Non-executive Director of Industrial and Commercial Bank of China Limited, (5) Proposal on Electing Mr. Zheng Fuqing as Non-executive Director of Industrial and Commercial Bank of China Limited, (6) Proposal on Electing Mr. Fei Zhoulin as Non-executive Director of Industrial and Commercial Bank of China Limited, (7) Proposal on Electing Mr. Cheng Fengchao as Non-executive Director of Industrial and Commercial Bank of China Limited, (8) Proposal on Electing Ms. Wang Chixi as Shareholder Supervisor of Industrial and Commercial Bank of China Limited. A special resolution will be proposed for consideration and approval: Proposal on the Adjustment to the Valid Period of the Issue of Eligible Tier-2 Capital Instruments. The purpose of this circular is to send out the notice of the EGM and to provide you with information regarding the abovementioned proposals to be considered at the EGM. 2 ELECTION OF EXECUTIVE DIRECTOR As the term of office of Mr. Jiang Jianqing, an executive director of the Board, expired in November 2014, according to the Company Law and relevant legal regulations and the relevant requirements of the Articles, Mr. Jiang Jianqing is eligible for re-election. The Board considered and approved the Proposal on Nomination of Mr. Jiang Jianqing as a Candidate of Executive Director of Industrial and Commercial Bank of China Limited at the board meeting of the Bank held on 8 December 2014, and nominated Mr. Jiang Jianqing as the candidate for re-election as executive Director. An ordinary resolution will be proposed at the EGM to consider and approve the re-election of Mr. Jiang Jianqing as an executive Director, and his new term of office will commence on the date when the approval from the EGM is obtained. The biographical details of Mr. Jiang Jianqing are set out below: Jiang Jianqing, male, Chinese, born in February 1953. Mr. Jiang has served as Chairman of the Board of Directors and Executive Director of Industrial and Commercial Bank of China Limited since October 2005. He joined ICBC in 1984, and was appointed as President in February 2000. Mr. Jiang previously served in several positions including Deputy Head of ICBC Shanghai Branch, President of Shanghai Urban Cooperation Commercial Bank (now known as Bank of Shanghai),
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