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CHINA MERCHANTS BANK CO., LTD.

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

(Stock Code: 03968) NOTICES REGARDING THE 2014 ANNUAL GENERAL MEETING AND THE FIRST CLASS MEETING OF THE SHAREHOLDERS OF H SHARES FOR 2015 NOTICE IS HEREBY GIVEN that the board of directors (the "Board of Directors") of China Merchants Bank Co., Ltd. (the "Company") has decided to hold the 2014 Annual General Meeting (the "2014 Annual General Meeting"), the First Class Meeting of the Shareholders of A Shares for 2015 (the "A Shareholders Class Meeting") and the First Class Meeting of the Shareholders of H Shares for 2015 (the "H Shareholders Class Meeting") (collectively, the "Meetings") of the Company in sequence from 9:30 a.m. on Friday, 19 June

2015.
The details of the Meetings are provided as follows:

I. CONVENING OF THE MEETINGS (1) Time of the Meetings

The 2014 Annual General Meeting, the A Shareholders Class Meeting and the H Shareholders Class Meeting will commence in sequence from 9:30 a.m. on Friday, 19 June
2015.

(2) Venue of the physical Meetings

The Meetings will be held at the Conference Room, 5/F, China Merchants Bank Tower, No. 7088 Shennan Boulevard, Shenzhen, the People's Republic of China.

(3) Convenor

The Meetings will be convened by the Board of Directors of the Company.

(4) Way of Conducting the Meetings

The 2014 Annual General Meeting and the A Shareholders Class Meeting will be conducted by way of physical voting and online voting, while the H Shareholders Class Meeting will be conducted by way of physical voting.
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(5) Attendees

1. Shareholders of the Company

The 2014 Annual General Meeting:

All the shareholders of A Shares of the "China Merchants Bank" (600036) whose names appear on the register of members, kept by China Securities Depository and Clearing Corporation Limited, Shanghai Office, as at the close of A Share trading session on Shanghai Stock Exchange at 3:00 p.m. on Friday, 12 June
2015. For information on the attendance of the shareholders of A Shares, please refer to the notice regarding the Meeting of the Shareholders of A Shares published by the Company on the website of Shanghai Stock Exchange.
All the shareholders of H Shares of the Company (the "H Shareholders")
whose names appear on the register of members of H Shares of the Company after
4:30 p.m. on Friday, 12 June 2015.

The H Shareholders Class Meeting:

All the H Shareholders of the Company whose names appear on the register of members of H Shares of the Company after 4:30 p.m. on Friday, 12 June 2015.

2. Proxies authorized by the above shareholders;

3. Directors, supervisors and senior management of the Company;

4. Representatives of intermediaries engaged by the Company and the guests invited by the Board of Directors of the Company.

II. MATTERS TO BE CONSIDERED AND APPROVED AT THE 2014 ANNUAL GENERAL MEETING

The following resolutions will be considered and approved at the 2014 Annual General
Meeting:

ORDINARY RESOLUTIONS

1. Consider and approve the Work Report of the Board of Directors of the Company for the year 2014
2. Consider and approve the Work Report of the Board of Supervisors of the Company for the year 2014
3. Consider and approve the Annual Report of the Company for the year 2014 (including the Audited Financial Report)
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4. Consider and approve the Audited Financial Statements of the Company for the year
2014
5. Consider and approve the proposal regarding the Profit Appropriation Plan for the year 2014 (including the distribution of final dividend) (note 1)
6. Consider and approve the resolution regarding the Appointment of Accounting Firm and its Remuneration for the year 2015 (note 2)
7. Consider and approve the Assessment Report on the Duty Performance of Directors for the year 2014
8. Consider and approve the Assessment Report on the Duty Performance of
Supervisors for the year 2014
9. Consider and approve the Assessment Report on the Duty Performance and
Cross-evaluation of Independent Directors for the year 2014
10. Consider and approve the Assessment Report on the Duty Performance and
Cross-evaluation of External Supervisors for the year 2014
11. Consider and approve the Related Party Transaction Report for the year 2014

SPECIAL RESOLUTIONS

12. Consider and approve the resolution regarding the extension of the validity period for the issuance of financial bonds
13. Consider and approve the resolution regarding the general mandate to issue new shares and/or deal with share options by China Merchants Bank Co., Ltd.

ORDINARY RESOLUTION

14. Consider and approve the resolution regarding China Merchants Bank Co., Ltd.'s compliance with the conditions for the Private Placement of A Shares to designated placees

SPECIAL RESOLUTIONS

15. Consider and approve (by item) the resolutions regarding the Private Placement of
A Shares by China Merchants Bank Co., Ltd. to designated placees
15.1 Class and nominal value of the shares to be issued
15.2 Method and time of the issue
15.3 Target of the issue and method of subscription
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15.4 Issue price and the basis for pricing
15.5 Number and amount of the shares to be issued
15.6 Lock-up period
15.7 Place of listing
15.8 Use of the proceeds raised
15.9 Arrangement of undistributable profit of the Company prior to the Private
Placement
15.10 Effective period of the Shareholders' resolutions
16. Consider and approve the resolution regarding the 2015 First Phase Employee Stock Ownership Scheme (draft) of China Merchants Bank Co., Ltd. (by way of subscribing A shares in the Private Placement) and its summary
17. Consider and approve the resolution regarding the plan on the Private Placement of
A Shares proposed by China Merchants Bank Co., Ltd.

ORDINARY RESOLUTIONS

18. Consider and approve the resolution regarding the connected transaction relating to the Private Placement of A Shares by China Merchants Bank Co., Ltd.
19. Consider and approve the resolution regarding the feasibility report on the use of proceeds from the Private Placement of A Shares by China Merchants Bank Co., Ltd.
20. Consider and approve the resolution regarding the report of use of proceeds raised by China Merchants Bank Co., Ltd. from its previous fundraising activity

SPECIAL RESOLUTION

21. Consider and approve the resolution regarding the general meeting of China Merchants Bank Co., Ltd. to confer full powers on the Board of Directors and the persons authorized by the Board of Directors to handle the matters relating to the Private Placement of A Shares

ORDINARY RESOLUTIONS

22. Consider and approve the resolution regarding the termination by China Merchants
Bank Co., Ltd. of its H Share Appreciation Rights Scheme
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23. Consider and approve the resolution regarding the conditional share subscription agreement on private placement entered into between the Company and the placees relating to the Private Placement
24. Consider and approve the resolution regarding the adoption by China Merchants
Bank Co., Ltd. of its shareholders' return plan for 2015 to 2017
25. Consider and approve the resolution regarding the adoption by China Merchants
Bank Co., Ltd. of its capital management plan for 2015 to 2017
26. Consider and approve the resolution regarding the analysis on the dilution of current returns caused by the Private Placement of A Shares and its remedial measures

Notes:

1. The Company proposed to declare a cash dividend at not less than 30% of the net profit after tax of RMB55.911 billion of the Company for 2014 as stated in its audited consolidated financial statements prepared in accordance with the PRC Generally Accepted Accounting Principles. Details of the Profit Appropriation Plan are set out below:

(1) 10% of the audited net profit of RMB51.877 billion of the Company for 2014, equivalent to RMB5.188 billion, will be appropriated to the statutory surplus reserve in accordance with the relevant requirements of the "Company Law of the People's Republic of China".

(2) 1.5% of the total value of the Company's risk-bearing assets, equivalent to RMB7.446 billion, will be appropriated to the general reserve in accordance with the relevant requirements of the "Administrative Measures for the Provision of Reserves of Financial Enterprises" (�f]iì:i:i$ tm�HtJt�lE�!) promulgated by the Ministry of Finance.

(3) Based on the total share capital of A Shares and H Shares on the record date for implementation of the profit appropriation, the Company will pay a cash dividend of RMB6.70 (tax included) for every 10 shares to all registered shareholders of the Company. The cash dividend will be denominated and declared in RMB, payable in RMB for the shareholders of A Shares and in HKD for the shareholders of H Shares. The actual appropriation amount in HKD will be calculated based on the average RMB/HKD benchmark rates to be released by the People's Bank of China for the week before the date of the general meeting (including the day of the general meeting). The retained profit will be carried forward to the next year.

(4) In 2014, the Company did not transfer any capital reserve into share capital.

2. The Company proposed to re-appoint KPMG Huazhen Certified Public Accountants (Special General Partnership) as the auditor for domestic business of the Company for the year 2015 and KPMG Certified Public Accountants as the auditor for overseas business of the Company for the year 2015. The aggregated costs for auditing the 2015 annual financial statements, reviewing the 2015 interim financial statements and auditing the 2015 record-date internal control are RMB11.14 million (including but not limited to traveling, accommodation, communication and other miscellaneous expenses).

3. For details of the above resolutions, please refer to the announcements of the Company and the documents regarding the 2014 Annual General Meeting, the A Shareholders Class Meeting and the H Shareholders Class Meeting of the Company published or to be published on the websites of Shanghai Stock Exchange, The Stock Exchange of Hong Kong Limited and the Company on 13 March 2015, 18

March 2015, 10 April 2015, 22 April 2015 and in May 2015.

4. For details of the 12th to 23rd resolutions (both resolutions inclusive) above, please refer to the circular to shareholders to be published by the Company in May 2015 ("Circular").

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III. MATTERS TO BE CONSIDERED AND APPROVED AT THE H SHAREHOLDERS CLASS MEETING

The following resolutions will be considered and approved at the H Shareholders Class
Meeting:

SPECIAL RESOLUTIONS

1. Consider and approve (by item) the resolutions regarding the Private Placement of
A Shares by China Merchants Bank Co., Ltd. to designated placees
1.1 Class and nominal value of the shares to be issued
1.2 Method and time of the issue
1.3 Target of the issue and method of subscription
1.4 Issue price and the basis for pricing
1.5 Number and amount of the shares to be issued
1.6 Lock-up period
1.7 Place of listing
1.8 Use of the proceeds raised
1.9 Arrangement of undistributable profit of the Company prior to the Private
Placement
1.10 Effective period of the Shareholders' resolutions
2. Consider and approve the resolution regarding the plan on the Private Placement of
A Shares proposed by China Merchants Bank Co., Ltd.
3. Consider and approve the resolution regarding the general meeting of China Merchants Bank Co., Ltd. to confer full powers on the Board of Directors and the persons authorized by the Board of Directors to handle the matters relating to the Private Placement of A Shares

Note: Please refer to the Circular for details of the 1st to 3rd resolutions (both resolutions inclusive) above.

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IV. REGISTRATION OF THE MEETINGS (I) Time and Method of Reply by Shareholders who intend to attend

Any H Shareholders intending to attend the Meetings in person or by proxies shall return the reply slip to the Company by mail or fax on or before Friday, 29 May 2015.

(II) Registration Matters for H Shareholders

1. Closure of Register of Members of H Shares

In order to determine the H Shareholders entitled to attend the Meetings, the Company will suspend registration of transfer of H Shares from Tuesday, 19 May 2015 to Friday, 19 June 2015 (both days inclusive).
In order to qualify to attend the 2014 Annual General Meeting and/or the H Shareholders Class Meeting, non-registered holders of H Shares of the Company whose transfer documents have not been registered must deposit the transfer documents accompanied by relevant share certificate(s) to the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong by no later than
4:30 p.m. on Monday, 18 May 2015. The H Shareholders whose names are recorded in the register of members of the Company on Friday, 12 June 2015 are entitled to attend the
2014 Annual General Meeting and/or the H Shareholders Class Meeting.

2. Closure of Register of Members for Payment of the Final Dividend for 2014

In order to determine the H Shareholders entitled to receive the final dividend for the year ended 31 December 2014 (subject to approval by Shareholders at 2014 Annual General Meeting), the Company will suspend registration of transfer of H Shares from Friday, 26 June 2015 to Thursday, 2 July 2015 (both days inclusive).
In order to qualify to receive the final dividend, non-registered holders of H Shares of the Company who have not had their transfer documents registered must deposit the transfer documents accompanied by relevant share certificate(s) to the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-
1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong by no later than 4:30 p.m. on Thursday, 25 June 2015. The H Shareholders whose names are recorded in the register of members of the Company on Thursday, 2 July 2015 are entitled to receive the final dividend for the year 2014.

3. Registration of Attendance

H Shareholder or his/her proxy entitled to attend the Meetings shall produce his/her ID card for registration. In case of corporate shareholder, its legal representative or other authorised representative appointed by resolutions of its board of directors or other decision-making body can attend the Meetings. Such person shall produce for registration a copy of the resolution(s) of the board of directors or the decision-making body appointing him/her.
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4. Requirements for Proxies on Registration and Documents to be Provided when

Voting

(1) Any H Shareholders entitled to attend and vote at the 2014 Annual General Meeting and/or the H Shareholders Class Meeting may appoint one or more persons as his/her proxy/proxies in writing to attend and vote at the 2014
Annual General Meeting and/or the H Shareholders Class Meeting on his/her behalf. A proxy may not necessarily be a shareholder of the Company.
(2) A H Shareholder shall appoint a proxy in writing. The H Shareholder or his/her proxy duly appointed by a written authorisation shall sign the proxy form in writing. If the H Shareholder is a legal person, the proxy form must be either under the common seal of the H Shareholder or signed by its director(s) or the duly authorized proxy (proxies). If the proxy form is signed by the proxy appointed by the H Shareholder, the power of attorney authorising that proxy to sign or other authorisation document(s) shall be notarized.
(3) The proxy form, together with the power of attorney or other authorisation document(s) (if any) must be delivered by the H Shareholder to the Company's H Share Registrar by no later than 24 hours before the time designated for holding the 2014 Annual General Meeting and/or the H Shareholders Class Meeting or any adjournment thereof (as the case may be). 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.
(4) Completion and return of the proxy forms shall not preclude a H Shareholder from attending and voting in person at the 2014 Annual General Meeting and/or the H Shareholders Class Meeting with the documents listed in Item 2 "Registration for Attendance" above. If a H Shareholder attends and votes in person at the 2014 Annual General Meeting and/or the H Shareholders Class Meeting after he/she delegated a proxy, the delegation shall be deemed to have been terminated and the proxy form held by his/her proxy shall be deemed to be invalid.
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V. OTHER MATTERS

1. Contact Details of the Company
Address: 49/F, China Merchants Bank Tower,
No. 7088 Shennan Boulevard, Shenzhen, the People's Republic of China
Postcode: 518040
Contact persons: Feng Guannan, Pi Lei
Tel: (86 755) 8319 5832, 8319 5829
Fax: (86 755) 8319 5109
2. All shareholders and proxies of the shareholders attending the Meetings shall bear their own transportation fee, accommodation and other related expenses.
By Order of the Board of

China Merchants Bank Co., Ltd. Li Jianhong

Chairman

30 April 2015

As at the date of this announcement, the executive directors of the Company are Tian Huiyu, Zhang Guanghua and Li Hao; the non-executive directors of the Company are Li Jianhong, Ma Zehua, Li Xiaopeng, Li Yinquan, Fu Gangfeng, Sun Yueying, Su Min, Fu Junyuan and Hong Xiaoyuan; and the independent non-executive directors of the Company are Leung Kam Chung, Antony, Wong Kwai Lam, Pan Chengwei, Pan Yingli, Guo Xuemeng and Zhao Jun.

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