PetroChina : Notice of Extraordinary General Meeting

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

1. To consider and approve the following resolution in respect of continuing connected transactions:

"THAT, as set out in the circular dated 10 September 2014 issued by the Company to its shareholders (the "Circular"):

the New Comprehensive Agreement entered into between the Company and China National Petroleum Corporation be and is hereby approved, ratified and confirmed and the execution of the New Comprehensive Agreement by Mr Yu Yibo for and on behalf of the Company be and is hereby approved, ratified and confirmed; Mr Yu Yibo be and is hereby authorised to make any amendment to the New Comprehensive Agreement as he thinks desirable and necessary and to do all such further acts and things and execute such further documents and take all such steps which in his opinion may be necessary, desirable or expedient to implement and/or give effect to the terms of such transactions; and the Non-Exempt Continuing Connected Transactions and the Proposed Annual Caps of the Non-Exempt Continuing Connected Transactions under the New Comprehensive Agreement, which the Company expects to occur in the ordinary and usual course of business of the Company and its subsidiaries, as the case may be, and to be conducted on normal commercial terms, be and are hereby generally and unconditionally approved."

2. To consider and approve Mr Zhang Biyi as independent non-executive director of the Company.

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3. To consider and approve Mr Jiang Lifu as supervisor of the Company.

By Order of the Board

Secretary to the Board

10 September 2014

Notes:

1. The register of members of H Shares of the Company will be closed from Monday, 29 September 2014 to Wednesday, 29 October 2014 (both days inclusive), during which time no share transfers of H Shares will be effected. Holders of the Company's H Shares whose names appear on the register of members of the Company before the close of business day on Monday, 20 October 2014 are entitled to attend and vote in respect of all resolutions to be proposed at the extraordinary general meeting.
The address of the share registrar of the Company's H Shares is: Hong Kong Registrars Limited
Rooms 1712-1716,
17/F Hopewell Centre,
183 Queen's Road East, Hong Kong
2. Each Shareholder entitled to attend and vote at the extraordinary general meeting may appoint one or more proxies to attend and vote on his behalf at this extraordinary general meeting. A proxy need not be a Shareholder.
3. A proxy of a Shareholder who has appointed more than one proxy may only vote on a poll.
4. The instrument appointing a proxy must be in writing under the hand of the appointer or his attorney duly authorised in writing, or if the appointer is a legal person, either under seal or under the hand of a director or a duly authorised attorney. If that instrument is signed by an attorney of the appointer, the power of attorney authorising that attorney to sign or other document of authorisation must be notarised. To be valid, for holders of A Shares, the notarised power of attorney or other document of authorisation, and the form of proxy must be delivered to the Secretariat of the Board of Directors of the Company (Address: Room 0610, Block C, 9
Dongzhimen North Street, Dongcheng District, Beijing, PRC (Postal code: 100007)) not less than 24 hours before the time appointed for the holding of the extraordinary general meeting. In order to be valid, for holders of H shares, the above documents must be delivered to Hong Kong Registrars Limited (Address: 17M Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong) within the same period.
5. Shareholders who intend to attend this extraordinary general meeting in person or by proxy should return the reply slip accompanying each notice of extraordinary general meeting to the Secretariat of the Board of Directors on or before Wednesday, 8 October 2014 by hand, by post or by fax.
6. This extraordinary general meeting is expected to last for half a day. Shareholders (in person or by proxy) attending this extraordinary general meeting are responsible for their own transportation and accommodation expenses.
7. The address of the Secretariat of the Board of Directors is as follows: Room 0610, Block C,
9 Dongzhimen North Street,
Dongcheng District, Beijing, PRC
Postal code: 100007
Contact person: Wu Enlai
Tel: (8610) 5998 6223
Fax: (8610) 6209 9557
8. As at the date of this notice, the board of directors of the Company comprises Mr Zhou Jiping as the Chairman; Mr Liao Yongyuan as Vice Chairman and non-executive director; Mr Wang Dongjin as Vice Chairman and executive director; Mr Yu Baocai, Mr Shen Diancheng and Mr Liu Yuezhen as non-executive directors; Mr Liu Hongbin as executive director; and Mr Chen Zhiwu, Mr Richard H. Matzke and Mr Lin Boqiang as independent non-executive directors.

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