If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Industrial and Commercial Bank of China Limited, you should at once hand this circular together with the accompanying proxy form and the reply slip to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

Stock Code: 1398 USD Preference Shares Stock Code: 4603 EUR Preference Shares Stock Code: 4604 RMB Preference Shares Stock Code: 84602 NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2016

A notice convening the EGM to be held at Industrial and Commercial Bank of China Limited, No. 55 Fuxingmennei Avenue, Xicheng District, Beijing, PRC on Tuesday, 29 November 2016 at 2:30 p.m., is set out on pages 9 to 10 of this circular.

If you intend to appoint a proxy to attend the EGM, you are required to complete and return the accompanying proxy form in accordance with the instructions printed thereon. For holder of H Shares, the proxy form should be returned to Computershare Hong Kong Investor Services Limited by hand, by post or by fax not less than 24 hours before the time appointed for holding the EGM or any adjourned meeting thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or at any adjourned meeting should you so wish, but in such event the instrument appointing a proxy shall be deemed to be revoked.

If you intend to attend the EGM in person or by proxy, you are required to complete and return the reply slip to Computershare Hong Kong Investor Services Limited or to the Bank's Board of Directors' Office on or before Wednesday, 9 November 2016.

The Chinese and English version of the circular and enclosed proxy form and reply slip are available on the Bank's website at www.icbc-ltd.com and the HKExnews' website of the Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk. You may download or access the aforesaid documents by clicking "Investor Relations" on the homepage of the Bank's website or browsing through the HKExnews website of the Hong Kong Exchanges and Clearing Limited. If there are any inconsistencies between the Chinese version and the English version of this circular, the Chinese version shall prevail.

14 October 2016

Page

DEFINITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

1 INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

  1. PROPOSAL IN RESPECT OF THE ELECTION OF MR. GU SHU AS EXECUTIVE DIRECTOR OF INDUSTRIAL AND

    COMMERCIAL BANK OF CHINA LIMITED. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

  2. PROPOSAL IN RESPECT OF THE ELECTION OF MS. SHEILA COLLEEN BAIR AS INDEPENDENT DIRECTOR OF INDUSTRIAL AND

    COMMERCIAL BANK OF CHINA LIMITED. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

  3. PROPOSAL IN RESPECT OF THE PAYMENT PLAN OF

REMUNERATION TO DIRECTORS AND SUPERVISORS FOR 2015 . . . . . . . . . . . . . 5

5 THE EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

6 RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

APPENDIX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

In this circular, unless the context requires otherwise, the following expressions have the following meanings:

"A Shares" domestic shares of RMB1.00 each in the share capital of ordinary shares of the Bank, which are listed on the Shanghai Stock Exchange and traded in RMB

"Articles" the articles of association of the Bank from time to time

"Bank" Industrial and Commercial Bank of China Limited (中國工商銀 行股份有限公司), a joint stock limited company incorporated in the PRC, the H Shares and offshore preference shares of which are listed on the Hong Kong Stock Exchange (Stock Code: 1398, USD Preference Shares Stock Code: 4603, EUR Preference Shares Stock Code: 4604 and RMB Preference Shares Stock Code: 84602) and the A Shares and domestic preference shares of which are listed on the Shanghai Stock Exchange (A shares Stock Code: 601398 and Domestic Preference Shares Stock Code: 360011), respectively

"Board" the board of directors of the Bank

"CBRC" the China Banking Regulatory Commission

"Company Law" The Company Law of the PRC

"Directors" the directors of the Bank

"EGM" the first extraordinary general meeting for the year 2016 of the Bank to be held on 29 November 2016

"H Shares" overseas listed foreign shares of RMB1.00 each in the share capital of ordinary shares of the Bank, which are listed on the Hong Kong Stock Exchange and traded in Hong Kong dollars

"Hong Kong" the Hong Kong Special Administrative Region of the PRC "Hong Kong Stock Exchange" The Stock Exchange of Hong Kong Limited

"Listing Rules" The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

"Ordinary Shares" A Shares and/or H Shares

"PRC" the People's Republic of China

"RMB" Renminbi, the lawful currency of the PRC

"Shareholders" holders of Shares

"Shares" Ordinary Shares and/or preference shares

Stock Code: 1398 USD Preference Shares Stock Code: 4603 EUR Preference Shares Stock Code: 4604 RMB Preference Shares Stock Code: 84602

Executive Directors:

Mr. Yi Huiman Mr. Zhang Hongli

Non-executive Directors:

Ms. Wang Xiaoya Ms. Ge Rongrong Mr. Fu Zhongjun Mr. Zheng Fuqing Mr. Fei Zhoulin

Mr. Cheng Fengchao

Independent non-executive Directors: Sir Malcolm Christopher McCarthy Mr. Kenneth Patrick Chung

Mr. Or Ching Fai Mr. Hong Yongmiao

Mr. Anthony Francis Neoh Mr. Yang Siu Shun

Registered Office:

No. 55 Fuxingmennei Avenue Xicheng District, Beijing 100140 PRC

Place of Business in Hong Kong:

33/F, ICBC Tower 3 Garden Road Central, Hong Kong

14 October 2016

To the Shareholders

Dear Sir or Madam,

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2016 1 INTRODUCTION

The purpose of this circular is to provide you with information regarding certain proposals to be considered at the EGM and to set out the notice of the EGM.

ICBC - Industrial and Commercial Bank of China Limited published this content on 13 October 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 13 October 2016 12:09:03 UTC.

Original documenthttp://v.icbc.com.cn/userfiles/Resources/ICBCLTD/download/2016/Circular_FirstExtraordinaryGeneralMeeting_2016.pdf

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