(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 03328)
PROXY FORM FOR THE EXTRAORDINARY GENERAL MEETING
TO BE HELD ON WEDNESDAY, 16 APRIL 2025
Number of pledged H shares in all H Shares being held by me/us
Percentage of pledged H shares in all H Shares being held by me/us
I/We(Note 1),
of being the registered holder(s) of
(Note 2) H shares of RMB1.00 each in the share capital of Bank of Communications Co., Ltd. (the "Bank"), hereby appoint the Chairman of the EGM(Note 3) or
of to act as my/our proxy to attend the extraordinary general meeting of the Bank (the "EGM") to be held at Bocom Financial Tower, No. 188 Yin Cheng Zhong Lu, Shanghai, the People's Republic of China (the "PRC") at 9:30 a.m. on Wednesday, 16 April 2025, and any adjournment thereof, for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the EGM and to vote on behalf of me/us under my/our name(s) as indicated below(Note 4) in respect of the resolutions.
Each of resolutions numbered 1, 4 to 6, 9 to 12, 14 and 15 shall be proposed and approved as an ordinary resolution and each of resolutions numbered 2, 3, 7, 8, 13 and 16 shall be proposed and approved as a special resolution.
RESOLUTIONS
For(Note 4)
Against(Note 4) Abstained(Note 4)
1 To consider and approve the proposal in relation to the satisfaction of the Bank of the requirements for the Bank qualifies to issue A shares of the Bank ("A Shares") to specific targets;
2 To consider and approve the proposal in relation to the A Share Issuance plan to specific targets by the Bank:
2.1 Type and nominal value of securities to be issued;
2.2 Method and time of issuance;
2.3 Scale and use of proceeds;
2.4 Target subscribers and subscription method;
2.5 Pricing benchmark date, issue price and pricing principle;
2.6 Number of Shares to be issued;
2.7 Lock-up period;
2.8 Listing venue;
2.9 Arrangement of accumulated undistributed profits;
2.10 Validity period of the resolution;
3 To consider and approve the preliminary proposal for the Bank's Issuance of A shares to specific targets;
4 To consider and approve the discussion and analysis report on the proposal of the issuance of A shares to specific targets by the Bank;
5 To consider and approve the feasibility analysis report on the use of proceeds from the issuance of A shares to specific targets by the Bank;
RESOLUTIONS
For(Note 4)
Against(Note 4) Abstained(Note 4)
6 To consider and approve the proposal in relation to the dilution of the current return by the issuance of A Shares to specific targets by the Bank, the remedial measures and the undertakings made by the relevant entities in respect of such measures;
7 To consider and approve the introduction of China National Tobacco Corporation and China Doublewin Investment Co., Ltd. as strategic investors;
8 To consider and approve the execution of the conditional strategic cooperation agreement between the Bank and China National Tobacco Corporation and China Doublewin Investment Co., Ltd.;
9 To consider and approve the execution of the conditional share subscription agreement between the Bank and the Ministry of Finance of the People's Republic of China;
10 To consider and approve the execution of the conditional share subscription agreements between the Bank and China National Tobacco Corporation and China Doublewin Investment Co., Ltd.;
11 To consider and approve the resolution in relation to the related party transaction concerning the Issuance of A Shares to the specific targets by the Bank;
12 To consider and approve the proposal in relation to the Bank not required to issue report on the use of proceeds from the previous fund-raising activities;
13 To consider and approve the proposal regarding the Bank's plan for shareholder dividend returns for the next three years (2025-2027);
14 To consider and approve the proposal in relation to exemption of largest shareholder from increasing the shareholding in the Bank through making an offer;
15 To consider and approve the proposal regarding the largest shareholder's application of the whitewash waiver application from the obligation on making a general offer; and
16 To consider and approve the proposal in relation to the authorization to the board of directors and its authorised persons to handle the matters relating to the issuance of A shares to specific targets by the Bank.
Signature(s)(Note 5):
Date:
Notes:
1. 2.
Please insert full name(s) and address(es) as registered in the register of members in BLOCK LETTERS.
Please insert the number of shares registered in your name(s) relating to this proxy form. If no number is inserted, this proxy form will be deemed to relate to all shares registered in your name(s).
3.
If any proxy other than the Chairman of the EGM is preferred, cross out the words "the Chairman of the EGM" or and insert the full name and address of the proxy (or proxies) desired in the space provided. If you are a shareholder of the Bank who is entitled to attend and vote at the said EGM, you are entitled to appoint one or more proxies to attend instead of you and to vote on your behalf on a poll. A proxy need not be a shareholder of the Bank. Any changes to this proxy form should be initialed by the person who signs it.
4.
IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, PLEASE TICK IN THE APPROPRIATE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLEASE TICK IN THE BOX MARKED "AGAINST". IF YOU WISH TO VOTE ABSTAINED THE RESOLUTION, PLEASE TICK IN THE BOX MARKED "ABSTAINED". If no direction is given, the proxy will be entitled to vote as he thinks fit. Unless you direct in the proxy form, your proxy will also be entitled to vote at his discretion on any resolution properly put to the EGM other than those referred to in the notice convening the EGM. Any abstain vote shall be regarded as voting rights for the purpose of calculating the result of the resolution, while any waiver to vote shall be disregarded as voting rights for the purpose of calculating the result of the resolution.
5.
This proxy form must be signed by you, or your attorney duly authorised in writing or, if you are a corporation, must either be executed under seal or under the hand of a director or duly authorised attorney(s). If this proxy form is signed by an attorney of a shareholder, the power of attorney or other authority (if any) under which it is signed must be notarised.
6.
In the case of joint holders of any share, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders are present at the EGM whether attending in person or by proxy, the vote of the person, whose name stands first on the register of members of the Bank in respect of such share shall be accepted to the exclusion of the vote(s) of the other joint holder(s).
7.
To be valid, this proxy form together with the power of attorney or other authorisation document (if any) must be deposited at the H share registrar and transfer office of the Bank by hand, post or fax not less than 24 hours before the time fixed for the holding of the EGM or any adjournment thereof (as the case may be). Completion and delivery of this proxy form will not preclude shareholders from attending and voting at the EGM if he/she so wishes. The H share registrar and transfer office of the Bank is Computershare Hong Kong Investor Services Limited, whose address is at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong.
8. Identity documents must be shown by shareholder(s) or proxies to attend the EGM.