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CHINA RAILWAY GROUP LIMITED

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

(Stock Code: 390) NOTICE OF ANNUAL GENERAL MEETING FOR THE YEAR 2014 NOTICE IS HEREBY GIVEN that the 2014 Annual General Meeting ("AGM") of China Railway Group Limited (the "Company") will be held at Conference Room, China Railway Square, No. 69 Fuxing Road, Haidian District, Beijing, PRC on Monday, 18 May 2015 at 9:30 a.m. to consider and approve the following as appropriate: By way of ordinary resolutions:

1. To consider and approve the report of the Board of Directors of the Company for the year ended 31 December 2014. (note1)
2. To consider and approve the report of the Supervisory Committee of the Company for the year ended 31 December 2014. (note1)
3. To consider and approve the work report of independent directors of the Company for the year ended 31 December 2014. (note1)
4. To consider and approve the audited consolidated financial statements of the Company for the year ended 31 December 2014.
5. To consider and approve the profit distribution plan of the Company for the year ended
31 December 2014.
6. To consider and approve the resolution in relation to the appointment of the auditors for
2015, re-appointment of Deloitte Touche Tohmatsu as the Company's international auditors and Deloitte Touche Tohmatsu CPA LLP as the Company's domestic auditors for a term ending at the next annual general meeting of the Company, the aggregate remuneration shall be RMB43 million.
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7. To consider and approve the resolution in relation to the appointment of internal control auditors for 2015, re-appointment of Deloitte Touche Tohmatsu CPA LLP as the internal control auditors of the Company for 2015, the remuneration shall be RMB2.51 million.
8. To consider and approve the resolution in relation to the provision of total amount of external guarantee by the Company for second half of 2015 and first half of 2016. (note1)

By way of special resolution:

9. To consider and approve the proposal on granting a general mandate to issue new shares to the board of directors of the Company (the "Board"), details of which are as follows:
(i) the Board be and is hereby unconditionally given approval to exercise, during the Relevant Period (as defined below), all powers of the Company to separately or concurrently issue and deal with new A shares and new H shares (collectively, the "New Shares") of the Company which shall not exceed 20% of the respective amounts of existing A shares and H shares of the Company as at the date of passing this special resolution;
(ii) pursuant to the approval under paragraph (i) above, the Board be and is hereby authorised to enter into or make, during the Relevant Period, offers, agreements and/or options, under which the New Shares to be allotted and issued are required or may be required to be allotted and issued during or after the expiry of the Relevant Period, and the Board be and is hereby authorised to issue and deal with the New Shares that are required or may be required to be allotted and issued under such offers, agreements and options;
(iii) after the issuance of the New Shares pursuant to this special resolution, the Board be and is hereby authorised to deal with all matters relating to the increase in the registered capital of the Company and to make such appropriate and necessary amendments to the articles of association of the Company relating to the share capital, the shareholding structure and the registered capital and other relevant things as they think fit and necessary, to complete domestic and overseas statutory procedures for approval, registration, and filing, and to take any other action and complete any formality required to effect the issuance of New Shares pursuant to this special resolution and the increase in the registered capital of the Company. The Board be and is hereby authorized to re-delegate the authorization herein to the persons delegated by the Board to sign, execute, modify, complete, submit all agreements, contracts and documents in relation to the allotment and issuance of and dealing with the New Shares under the general mandate, unless otherwise stipulated by laws or regulations; and
(iv) for the purpose of this special resolution, "Relevant Period" means the period from the date of passing this special resolution until the earliest of:
(a) the conclusion of the next annual general meeting of the Company;
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(b) the expiration of the 12-month period from the date of passing of this special resolution; and
(c) the date on which the authorization granted to the Board in this special resolution is revoked or varied by a special resolution of the shareholders of the Company in general meeting.
By Order of the Board

China Railway Group Limited Yu Tengqun Tam Chun Chung

Joint Company Secretaries

Beijing, the PRC
31 March 2015

Notes:

1. A circular containing details in relation to the relevant resolutions will be despatched to shareholders as soon as practicable and in any event by no later than 28 April 2015. 2. Closure of register of members and eligibility for attending the AGM

Shareholders who submit their share transfer application forms to the Company's share registrar before close of business on Monday, 27 April 2015 and become registered as shareholders on the register of members of the Company are entitled to attend the AGM.

Holders of the Company's H shares are advised that the register of members will be closed from Tuesday,

28 April 2015 to Monday, 18 May 2015 (both days inclusive). Holders of H shares whose names appear on the register of members of the Company maintained in Hong Kong at the close of business on Monday,

27 April 2015 are entitled to attend the AGM.

Holders of H shares who wish to attend the AGM but have not registered the transfer documents are required to deposit the transfer document together with the relevant share certificates at the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong at or before 4:30 p.m., Monday, 27 April 2015.

3. Registration procedures for attending the AGM

Shareholders attending the AGM in person or by proxy shall present their identity certification. If the attending shareholder is the authorised legal representative of the Company's shareholder, the Board or other decision making authority, then such attending shareholder shall present a copy of the relevant resolution of the Board or other decision making authority appointing it as its authorised legal or official representative in order to attend the AGM on behalf of such company.

4. Notice of attendance

Shareholders who intend to attend the AGM in person or by proxy should return the reply slip in person, by post or by facsimile to the Company's Board of Directors' Office or Computershare Hong Kong Investor Services Limited on or before Tuesday, 28 April, 2015.

The Company's Board of Directors' Office is located at Room 511, Block A, China Railway Square, No.

69 Fuxing Road, Haidian District, Beijing 100039, PRC (Contact Persons: Ms. DUAN Yinhua/Mr. LI Qiang, Tel: (8610) 5187 8069 / 5187 8061, Fax: (8610) 5187 8417).

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The address of Computershare Hong Kong Investor Services Limited is 17M Floor, Hopewell Centre, 183

Queen's Road East, Wan Chai, Hong Kong (Tel: (852) 2862 8555, Fax: (852) 2865 0990).

5. Proxy

Shareholders entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote in their stead. A proxy need not be a shareholder of the Company.

The instrument appointing a proxy must be in writing under the hand of a shareholder or his attorney duly authorised in writing. If the shareholder is a corporate body, the proxy form must be either executed under its common seal or under the hand of its director(s) or duly authorised attorney(s). If the proxy form is signed by an attorney of the shareholder, the power of attorney authorising that attorney to sign or other authorisations document must be notarised.

To be valid, the form of proxy together with the power of attorney or other authorisation document (if any) signed by the authorised person or notarially certified power of attorney must be delivered to Computershare Hong Kong Investor Services Limited for holders of H shares not less than 24 hours before the designated time for the holding of the AGM.

Completion and return of a form of proxy will not preclude a shareholder from attending in person and voting at the AGM if he so wishes, but in such event the instrument appointing a proxy shall be deemed to be revoked.

6. Other business

Shareholders and their proxies attending the AGM shall be responsible for their own travelling and accommodation expenses.

As at the date of this notice, the executive directors of the Company are LI Changjin (Chairman), YAO Guiqing and DAI Hegen; the independent non-executive directors are Guo Peizhang, WEN Baoman, ZHENG Qingzhi and NGAI Wai Fung.

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