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Annual General Meeting held on 8 May 2014 - Poll Results

At the Annual General Meeting of CLP Holdings Limited (the Company) held at the Jockey Club Auditorium, The Hong Kong Polytechnic University, Hung Hom, Kowloon, Hong Kong, on 8 May 2014 (the AGM), a poll was demanded by the Chairman for voting on all the proposed and seconded resolutions, as set out in the Notice of Annual General Meeting dated
28 March 2014.
As at the date of the AGM, the issued share capital of the Company was 2,526,450,570 shares, which was the total number of shares entitling the holders to attend and vote for or against all resolutions. There were no restrictions on any Shareholders casting votes on any of the proposed resolutions at the AGM.
All the resolutions, which were voted on by poll, were approved by Shareholders as ordinary resolutions. The poll results in respect of the resolutions were as follows:

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RESOLUTIONS

No. of Votes (%)

RESOLUTIONS

For

Against

(1 )

To adopt the audited Financial Statements for the year ended 31 December 2013 and the Reports of the Directors and Independent Auditor thereon.

1,286,839,102 (99.9995%)

6,220 (0.0005%)

(1 )

As more than 50% of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution.

(2 )

(a) To re-elect Mr John Andrew Harry Leigh as

Director.

1,264,972,090 (98.0975%)

24,533,257 (1.9025%)

(2 )

As more than 50% of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution.

(2 )

(b) To re-elect Sir Roderick Ian Eddington as

Director.

1,060,399,611 (82.1819%)

229,908,537 (17.8181%)

(2 )

As more than 50% of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution.

(2 )

(c) To re-elect Mr Ronald James McAulay as

Director.

1,028,946,114 (79.7442%)

261,362,034 (20.2558%)

(2 )

As more than 50% of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution.

(2 )

(d) To re-elect Dr Lee Yui Bor as Director.

1,242,645,547 (96.3061%)

47,663,201 (3.6939%)

(2 )

As more than 50% of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution.

( 3 )

To re-appoint PricewaterhouseCoopers as Independent Auditor of the Company and authorise the Directors to fix Auditor's remuneration for the year ended 31 December

2014.

1,286,613,772 (99.7146%)

3,682,588 (0.2854%)

( 3 )

As more than 50% of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution.

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RESOLUTIONS

No. of Votes (%)

RESOLUTIONS

For

Against

(4 )

To give a general mandate to the Directors to issue and dispose of additional shares in the Company; not exceeding five per cent of the total number of shares in issue at the date of this Resolution and such shares shall not be issued at a discount of more than ten per cent to the Benchmarked Price of such shares.

1,283,789,872 (99.5069%)

6,361,252 (0.4931%)

(4 )

As more than 50% of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution.

(5 )

To give a general mandate to the Directors to exercise all the powers of the Company to buy back or otherwise acquire shares of the Company in issue; not exceeding ten per cent of the total number of shares in issue at the date of this Resolution.

1,290,004,978 (99.9975%)

32,133 (0.0025%)

(5 )

As more than 50% of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution.

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The poll results were scrutinised by Ernst & Young, Certified Public Accountants, whose work was limited to certain procedures requested by the Company to agree the poll results summary prepared by the share registrars of the Company to voting papers collected and provided by the share registrars of the Company to Ernst & Young. The work performed by Ernst & Young in this respect did not constitute an assurance engagement in accordance with Hong Kong Standards on Auditing, Hong Kong Standards on Review Engagements or Hong Kong Standards on Assurance Engagements issued by the Hong Kong Institute of Certified Public Accountants nor did it include provision of any assurance or advice on matters of legal interpretation or entitlement to vote.
For and on behalf of CLP Holdings Limited April Chan
Company Secretary
Hong Kong, 8 May 2014

中 電 控 股 有 限 公 司

CLP Holdings Limited (incorporated in Hong Kong with limited liability)

(Stock Code: 00002)

Non-executive Directors: The Hon. Sir Michael Kadoorie, Mr. William Mocatta, Mr. R. J. McAulay, Mr. J. A. H. Leigh,

Mr. Andrew Brandler, Dr. Y. B. Lee and Mr. Paul A. Theys

(Mr. David Moore as Mr. Theys' alternate)

Independent Non-executive Directors: Mr. V. F. Moore, Sir Rod Eddington, Mr. Nicholas C. Allen, Mr. Vincent Cheng, Mrs. Fanny Law, Ms. Irene Lee and

Dr. Rajiv Lall

Executive Director: Mr. Richard Lancaster

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