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General Meeting of Shareholders

General meeting of shareholders is an organ of authority of ICBC. General meeting of shareholders makes decisions on major issues of ICBC, including operation guidelines and investment plans, review and approval of annual financial budget and final accounts of ICBC, review and approval of ICBC profit distribution and loss-compensation schemes, modification of regulations and procedures of ICBC and rules of procedures of general meeting of shareholders, meeting of board of directors and meeting of Board of Supervisors, etc.

Procedures for Shareholders to propose a person for election as a Director

Shareholders who individually or jointly hold more than five percent (5%) of total voting shares of the Bank can nominate candidates for directors (Article 115 of the Articles of Association of the Bank), shareholders who individually or jointly hold more than one percent (1%) of total shares of the Bank may nominate candidates for independent directors (Article 122 of the Articles of Association of the Bank).  Shareholders who satisfy the aforesaid condition should follow the methods and procedures set out below with respect to nomination of a director:

(1) candidates for directors shall be nominated by shareholders who have the right to nominate. The directors shall be elected by the general meeting of shareholders;

(2) written notice concerning the intention to nominate candidates for directors and the nominees’ statement for acceptance of the nomination, as well as relevant written information of the nominees, shall be sent to the Bank at least seven (7) days prior to the general meeting of shareholders. Nominators shall provide resumes and basic information of the candidates to shareholders;

(3) the period given by the Bank to relevant nominators and nominees to submit the aforesaid notices and documents (which is counted from the next day when the notice of general meeting of shareholders is issued) shall be seven (7) days at least.

Shareholders who wish to nominate a person to stand for election as a director of the Bank shall send the following documents to the Bank: (i) nominator’s written notice of intention to nominate a candidate for director; (ii) the nominee’s statement for acceptance of the nomination; and (iii) written information of the nominee containing his or her resume and basic information. Prior to the general meeting, the candidate for director shall also make written commitments undertaking that information disclosed for the public is true and complete, and promising to faithfully perform the duties of a director if elected.

If the information provided by the shareholder and timing for receipt of information do not satisfy the relevant securities rules, regulations and requirements applicable to the Bank and the rules under its Articles of Association and the rules and procedures for the general meeting of shareholders of the Bank, the board of directors has the right to request shareholders to supplement further information or to refuse to table the resolution at the general meeting of the shareholders.

 

Where there is any discrepancy between the Chinese and English versions of the Bank's corporate governance documents, the Chinese version shall prevail. Please refer to the Chinese version where the English version is not available.