PING AN INSURANCE (GROUP) COMPANY OF CHINA, LTD. (A joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2318) Form of Proxy for the Annual General Meeting to be held on Monday, June 15, 2015I/We(Note 1)
of
being the registered holder(s) of(Note 2) A shares/H shares of RMB1.00 each in the share capital of Ping An Insurance (Group) Company of China, Ltd. (the "Company") HEREBY APPOINT THE CHAIRMAN OF THE MEETING(Note 3)
or
of as my/our proxy to attend and act for me/us at the annual general meeting of the Company to be held at 2:00 p.m. on Monday, June 15, 2015 at Ping An Hall, Ping An School of Financial Services, Guanlan, Shenzhen, Guangdong Province, PRC (the "Meeting") (and any adjournment thereof) for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice convening the Meeting and at the Meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below(Note 4).
ORDINARY RESOLUTIONS | For(Note 4) | Against(Note 4) | Abstention(Note 4) |
1. | To consider and approve the report of the board of directors of the Company (the "Board") for the year ended December 31, 2014. | ||
2. | To consider and approve the report of the supervisory committee of the Company (the "Supervisory Committee") for the year ended December 31, 2014. | ||
3. | To consider and approve the annual report and its summary of the Company for the year ended December 31, 2014. | ||
4. | To consider and approve the report of the auditors and the audited financial statements of the Company for the year ended December 31, 2014. | ||
5. | To consider and approve the re-appointment of PricewaterhouseCoopers Zhong Tian LLP as the PRC auditor and PricewaterhouseCoopers as the international auditor of the Company to hold office until the conclusion of the next annual general meeting and to authorize the Board to re-authorize the management of the Company to fix their remuneration. | ||
6. | To consider and approve the election of directors (the "Directors") for the 10th session of the Board. | ||
6.1 | To consider and approve the re-election of Mr. Ma Mingzhe as an Executive Director of the Company to hold office until the expiry of the term of the 10th Session of the Board. | ||
6.2 | To consider and approve the re-election of Mr. Sun Jianyi as an Executive Director of the Company to hold office until the expiry of the term of the 10th Session of the Board. | ||
6.3 | To consider and approve the re-election of Mr. Ren Huichuan as an Executive Director of the Company to hold office until the expiry of the term of the 10th Session of the Board. | ||
6.4 | To consider and approve the re-election of Mr. Yao Jason Bo as an Executive Director of the Company to hold office until the expiry of the term of the 10th Session of the Board. | ||
6.5 | To consider and approve the re-election of Mr. Lee Yuansiong as an Executive Director of the Company to hold office until the expiry of the term of the 10th Session of the Board. | ||
6.6 | To consider and approve the re-election of Ms. Cai Fangfang as an Executive Director of the Company to hold office until the expiry of the term of the 10th Session of the Board. | ||
6.7 | To consider and approve the re-election of Mr. Fan Mingchun as a Non-executive Director of the Company to hold office until the expiry of the term of the 10th Session of the Board. | ||
6.8 | To consider and approve the re-election of Ms. Lin Lijun as a Non-executive Director of the Company to hold office until the expiry of the term of the 10th Session of the Board. | ||
6.9 | To consider and approve the re-election of Mr. Soopakij Chearavanont as a Non-executive Director of the Company to hold office until the expiry of the term of the 10th Session of the Board. | ||
6.10 | To consider and approve the re-election of Mr. Yang Xiaoping as a Non-executive Director of the Company to hold office until the expiry of the term of the 10th Session of the Board. |
ORDINARY RESOLUTIONS | For(Note 4) | Against(Note 4) | Abstention(Note 4) |
6.11 | To consider and approve the re-election of Mr. Lu Hua as a Non-executive Director of the Company to hold office until the expiry of the term of the 10th Session of the Board. | ||
6.12 | To consider and approve the re-election of Mr. Woo Ka Biu Jackson as an Independent Non-executive Director of the Company to hold office until the expiry of the term of the 10th Session of the Board. | ||
6.13 | To consider and approve the re-election of Mr. Stephen Thomas Meldrum as an Independent Non-executive Director of the Company to hold office until the expiry of the term of the 10th Session of the Board. | ||
6.14 | To consider and approve the re-election of Mr. Yip Dicky Peter as an Independent Non-executive Director of the Company to hold office until the expiry of the term of the 10th Session of the Board. | ||
6.15 | To consider and approve the re-election of Mr. Wong Oscar Sai Hung as an Independent Non-executive Director of the Company to hold office until the expiry of the term of the 10th Session of the Board. | ||
6.16 | To consider and approve the re-election of Mr. Sun Dongdong as an Independent Non-executive Director of the Company to hold office until the expiry of the term of the 10th Session of the Board. | ||
6.17 | To consider and approve the election of Mr. Ge Ming as an Independent Non-executive Director of the Company to hold office until the expiry of the term of the 10th Session of the Board. | ||
7. | To consider and approve the election of Independent Supervisors and Shareholder Representative Supervisor for the 8th session of the Supervisory Committee. | ||
7.1 | To consider and approve the re-election of Mr. Gu Liji as an Independent Supervisor of the Company to hold office until the expiry of the term of the 8th Session of the Supervisory Committee. | ||
7.2 | To consider and approve the re-election of Mr. Peng Zhijian as an Independent Supervisor of the Company to hold office until the expiry of the term of the 8th Session of the Supervisory Committee. | ||
7.3 | To consider and approve the re-election of Ms. Zhang Wangjin as a Shareholder Representative Supervisor of the Company to hold office until the expiry of the term of the 8th Session of the Supervisory Committee. | ||
SPECIAL RESOLUTIONS | For(Note 4) | Against(Note 4) | Abstention(Note 4) |
8. | To consider and approve the profit distribution plan for the year ended December 31, 2014. | ||
9. | To consider and approve the proposed amendments to the Articles of Association of the Company. | ||
10. | To consider and approve the grant of a general mandate to the Board to issue, allot and deal with additional H shares not exceeding 20% of the H shares of the Company in issue and authorize the Board to make corresponding amendments to the Articles of Association of the Company as it thinks fit so as to reflect the new capital structure upon the allotment or issuance of H shares. |
Date: Signature(s)(Note 5):
Notes:
1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
2. Please insert the number of shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all shares registered in your name(s). Please also strike out the type of shares (A shares or H shares) to which the proxy does not relate.
3. If any proxy other than the Chairman of the Meeting is preferred, strike out the words "THE CHAIRMAN OF THE MEETING" and insert the name and address of the proxy desired in the space provided. A shareholder entitled to attend and vote at the Meeting may appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company but must attend the Meeting in person to represent you. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK IN THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK IN THE BOX MARKED "AGAINST". IF YOU WISH TO ABSTAIN IN A RESOLUTION, TICK IN THE BOX MARKED "ABSTENTION". If no direction is given, your proxy may vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting. The shares abstained will be counted in the calculation of the required majority.
5. This form of proxy must be signed by you or your attorney duly authorised in writing. In case of a corporation, the same must be either under its common seal or under the hand of its director(s) or duly authorised attorney(s). If the form of proxy is signed by an attorney of the shareholder, the power of attorney authorising that attorney to sign or other authorization document must be notarised.
6. In case of joint holders of any share, any one of such joint holders may vote at the Meeting, either personally or by proxy, in respect of such shares as if he is solely entitled thereto. However, if more than one of such joint holders are present at the Meeting, personally or by proxy, the vote of the joint holder whose name stands first in the register of members and who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of other joint holder(s).
7. In order to be valid, the form of proxy together with the power of attorney or other authorization document (if any) must be deposited at the H share registrar of the Company for holders of H shares not less than 24 hours before the time fixed for holding the meeting or any adjournment thereof (as the case may be). Completion and return of a form of proxy will not preclude a shareholder from attending and voting in person at the meeting if he so wishes. The H share registrar of the Company is Computershare Hong Kong Investor Services Limited at 17M, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.
8. Shareholders or their proxies attending the Meeting shall produce their identity documents.
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