FIRST EXTRAORDINARY GENERAL MEETING OF 2016 HELD ON 29 NOVEMBER 2016 POLL RESULTS

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1 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement. Stock Code: 1398 USD Preference Shares Stock Code: 4603 EUR Preference Shares Stock Code: 4604 RMB Preference Shares Stock Code: FIRST EXTRAORDINARY GENERAL MEETING OF 2016 HELD ON 29 NOVEMBER 2016 POLL RESULTS Reference is made to the circular dated 14 October 2016 and the supplemental circular dated 11 November 2016 by Industrial and Commercial Bank of China Limited (the Bank ) containing details of the resolutions tabled before the First Extraordinary General Meeting of 2016 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, No. 55 Fuxingmennei Avenue, Xicheng District, Beijing, PRC on 29 November 2016 at 2:30 p.m.. The total number of shares entitling its holders 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 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the Listing Rules ) and no shareholders were required pursuant to the Listing Rules to abstain from voting at the EGM. There were no restrictions on any shareholder casting votes on any of the proposed resolutions at the EGM. 84 shareholders and authorized proxies holding an aggregate of 281,453,149,671 shares with voting rights, representing % of the total number of shares with voting rights of 356,406,257,089, were present at the EGM. 1

2 Number of shareholders and authorized proxies attending the EGM 84 including: number of A share holders 48 number of H share holders 36 Total number of shares with voting rights held by shareholders attending the EGM 281,453,149,671 including: total number of shares held by A share holders 247,273,907,741 total number of shares held by H share holders 34,179,241,930 Percentage of total shares with voting rights held by shareholders attending the EGM (%) including: percentage of total shares held by A share holders (%) percentage of total shares held by H share holders (%) 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 and the circumstances of the EGM of the Bank, 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 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 relevant provisions of the Articles of Association of Industrial and Commercial Bank of China Limited. The EGM was convened by the Board and chaired by Mr. Yi Huiman, the Chairman of the Board. 13 of the 13 directors of the Bank attended the EGM. 6 of the 6 supervisors of the Bank attended the EGM. Mr. Gu Shu, Mr. Wang Jingdong and Ms. Sheila Colleen Bair, candidates for director of the Bank, and Mr. Guan Xueqing, Board Secretary of the Bank, 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. 2

3 II. Voting Results of the EGM At the EGM, all the proposed resolutions set out in the Notice of the First Extraordinary General Meeting of 2016 dated 14 October 2016 and the Supplemental Notice of the First Extraordinary General Meeting of 2016 dated 11 November 2016 were voted by poll at the EGM. The proposed resolutions were considered by a combination of on-site and online voting. Poll results in respect of the resolutions proposed at the EGM were as follows: 1. Proposal in respect of the election of Mr. Gu Shu as Executive Director of Industrial and Commercial Bank of China Limited A shares 247,273,907, H shares 33,464,505, ,941, ,795, Ordinary shares in total 280,738,413, ,941, ,795, Proposal in respect of the election of Ms. Sheila Colleen Bair as Independent Director of Industrial and Commercial Bank of China Limited A shares 247,273,907, H shares 34,000,914, ,531, ,795, Ordinary shares in total 281,274,822, ,532, ,795,

4 3. Proposal in respect of the Payment Plan of Remuneration to Directors and Supervisors for 2015 A shares 247,273,907, H shares 34,004,230, ,964, ,046, Ordinary shares in total 281,278,138, ,965, ,046, Proposal in respect of the election of Mr. Wang Jingdong as Executive Director of Industrial and Commercial Bank of China Limited A shares 247,273,907, H shares 32,598,473, ,417,879, ,889, Ordinary shares in total 279,872,381, ,417,879, ,889, The proposals above, which are to be approved by ordinary resolutions, are approved by more than half of the votes held by the shareholders present at the meeting in person or by proxy. 4

5 In accordance with the relevant regulatory requirements of the China Securities Regulatory Commission and the Shanghai Stock Exchange, the voting of small and medium-sized A share investors 1 was calculated separately and the poll results in respect of the proposed resolutions at the EGM were as follows: No. of Name of resolution resolution 1 Proposal in respect of the election of Mr. Gu Shu as Executive Director of Industrial and Commercial Bank of China Limited 2 Proposal in respect of the election of Ms. Sheila Colleen Bair as Independent Director of Industrial and Commercial Bank of China Limited 3 Proposal in respect of the Payment Plan of Remuneration to Directors and Supervisors for Proposal in respect of the election of Mr. Wang Jingdong as Executive Director of Industrial and Commercial Bank of China Limited No. of votes Percentage (%) * No. of votes Percentage (%) * No. of votes Percentage (%) * 239,602, ,602, ,602, ,602, * Percentage of total shares with voting rights held by small and medium-sized A share investors attending the EGM. III. Appointment of Directors The Bank announces that at the EGM, Mr. Gu Shu and Mr. Wang Jingdong were elected as Executive Directors of the Bank and Ms. Sheila Colleen Bair was elected as Independent Nonexecutive Director of the Bank. The qualifications of Mr. Gu Shu and Mr. Wang Jingdong as Executive Directors and Ms. Sheila Colleen Bair as Independent Non-executive Director of the Bank are subject to the approvals by the China Banking Regulatory Commission ( CBRC ) and their terms of office as Executive Director and Independent Non-executive Director of the Bank will commence on the date when the approvals of the CBRC are obtained. Please refer to the circular dated 14 October 2016 for details of Mr. Gu Shu and Ms. Sheila Colleen Bair and the supplemental circular dated 11 November 2016 for details of Mr. Wang Jingdong. IV. Lawyers Certification Ms. Su Zheng and Ms. Zhang Yao of King & Wood Mallesons witnessed the EGM and issued a legal opinion certifying that the convening and its procedures, the qualifications of attendees and convener, the qualification of the party which submitted the additional proposal, the voting process and other related matters of the EGM conformed to the requirements of the laws and regulations such as Company Law of the People s Republic of China, the Rules for the General Assemblies of Shareholders of Listed Companies, the Shanghai Stock Exchange 1 Individually or collectively holding A shares less than 5% (excluding 5%) of the shares of the Bank. 5

6 Implementation Rules for Network Voting in the General Assemblies of Shareholders of Listed Companies and relevant provisions of the Articles of Association of Industrial and Commercial Bank of China Limited. The voting results of the EGM were lawful and valid. Beijing, PRC 29 November 2016 The Board of Directors of Industrial and Commercial Bank of China Limited As at the date of this announcement, the board of directors comprises Mr. YI Huiman and Mr. ZHANG Hongli as executive directors, Ms. WANG Xiaoya, Ms. GE Rongrong, Mr. FU Zhongjun, Mr. ZHENG Fuqing, Mr. FEI Zhoulin and Mr. CHENG Fengchao as non-executive directors, Mr. Kenneth Patrick CHUNG, Mr. OR Ching Fai, Mr. HONG Yongmiao, Mr. Anthony Francis NEOH and Mr. YANG Siu Shun as independent non-executive directors. 6