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ANNOUNCEMENT REGARDINGRESOLUTIONS PASSED AT THE 2023ANNUAL GENERAL MEETING

2024-06-25 00:00:00

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement 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 announcement.招商银行股份有限公司 CHINA MERCHANTS BANK CO. LTD. (A joint stock company incorporated in the People’s Republic of China with limited liability) (H Share Stock Code: 03968) ANNOUNCEMENT REGARDING RESOLUTIONS PASSED AT THE 2023 ANNUAL GENERAL MEETING According to the notice of the 2023 annual general meeting dated 31 May 2024 (the “Notice of the AGM”) issued by China Merchants Bank Co. Ltd. (the “Company”) the 2023 annual general meeting of the Company (the “2023 Annual General Meeting” or the “Meeting”) was held at the Conference Room 5/F China Merchants Bank Tower No. 7088 Shennan Boulevard Futian District Shenzhen Guangdong the PRC at 9:30 a.m. on Tuesday 25 June 2024. According to the relevant requirements of the Articles of Association of the Company elected by more than half of the Directors of the Board of Directors of the Company Wang Liang the Director of the Company presided over and acted as the chairman of the Meeting.For details about the resolutions considered at the Meeting please refer to the Notice of the AGM and the circular dated 31 May 2024 (the “Circular”) both of which can be downloaded from the Company’s website (www.cmbchina.com) and the website of the Hong Kong Exchanges and Clearing Limited (www.hkex.com.hk). Unless otherwise defined capitalized terms used in this announcement shall have the same meanings as those in the Circular.As at the shareholding registration date of the Meeting (i.e. 18 June 2024) the Company had a total of 25219845601 Ordinary Shares in issue including 20628944429 A Shares and 4590901172 H Shares which were the Shares entitling the holders to attend and vote on the resolutions proposed at the Meeting. 1Shareholders of ordinary shares and proxies attending the 2023 Annual General Meeting and their shareholdings: 1. Number of Shareholders and proxies attending the Meeting 1201 Of which: Number of A Shareholders and proxies 1193 Number of H Shareholders and proxies 8 2. Total number of voting Shares held by Shareholders and proxies attending the 15500072523 Meeting Of which: Total number of Shares held by A Shareholders and proxies 12492909473 Total number of Shares held by H Shareholders and proxies 3007163050 3. Percentage of the total number of voting Shares of the Company held by 61.4598 Shareholders and proxies attending the Meeting (%) Of which: Percentage of the total number of voting Shares of the Company held by A 49.5360 Shareholders and proxies (%) Percentage of the total number of voting Shares of the Company held by H 11.9238 Shareholders and proxies (%) 12 out of the 13 existing Directors of the Company attended the Meeting. Non-executive Director Miao Jianmin did not attend the Meeting due to other business commitments. 8 out of the 8 existing supervisors of the Company attended the Meeting. The Secretary of the Board of Directors of the Company attended the Meeting. Certain senior management members of the Company attended the Meeting.The convening and voting procedures of the Meeting were in compliance with the relevant requirements of the Company Law of the People’s Republic of China the Hong Kong Listing Rules and the Articles of Association.Pursuant to the Hong Kong Listing Rules no Shareholders of the Company were required to abstain from voting in respect of the resolutions proposed at the Meeting. There were no Shareholders who had been entitled to attend the Meeting but required to abstain from voting at the Meeting in favour of any resolutions in accordance with Rule 13.40 of the Hong Kong Listing Rules.Representatives from the Company’s Shareholders representatives from the Supervisors lawyers of JunHe LLP and Computershare Hong Kong Investor Services Limited (the Company’s H Share registrar) and other parties were appointed as the scrutineers to monitor the on-site vote taking process and count the votes at the Meeting; SSE Infonet Co. Ltd. consolidated and calculated the voting results for the resolutions voted by means of on-site voting and online voting. 2The voting results of the 2023 Annual General Meeting on all resolutions are as follows: For Against Abstained Passed or Ordinary Resolutions Percentage Number of Percentage Number of Percentage Number of Votes not (%) Votes (%) Votes (%) 1 Work Report of the Board of 15462908378 99.7602 17215214 0.1111 19948931 0.1287 Passed Directors for the year 2023 2 Work Report of the Board of 15467035320 99.7869 13089272 0.0844 19947931 0.1287 Passed Supervisors for the year 2023 3 Annual Report for the year 2023 15467035320 99.7869 13089272 0.0844 19947931 0.1287 Passed (including the Audited Financial Report) 4 Audited Financial Statements for 15462461984 99.7574 20629208 0.1331 16981331 0.1095 Passed the year 2023 5 Proposal regarding the Profit 15494978905 99.9671 266572 0.0017 4827046 0.0312 Passed Appropriation Plan for the year 2023 (including the distribution of final dividend) 6 Resolution regarding the 15446773703 99.6561 48448074 0.3126 4850746 0.0313 Passed Engagement of Accounting Firms for the year 2024 7 Proposal regarding Election of Ms. 15491084663 99.9420 1524514 0.0098 7463346 0.0482 Passed Li Jian as an Independent Non- executive Director of the Twelfth Session of the Board of Directors of China Merchants Bank 8 Proposal regarding Election of Ms. 15177294952 97.9176 315320225 2.0343 7457346 0.0481 Passed Shi Dai as a Non-executive Director of the Twelfth Session of the Board of Directors of China Merchants Bank 9 Proposal regarding Election of Ms. 15177281052 97.9175 315328125 2.0343 7463346 0.0482 Passed Liu Hui as a Non-executive Director of the Twelfth Session of the Board of Directors of China Merchants Bank 3For Against Abstained Passed or Ordinary Resolutions Percentage Number of Percentage Number of Percentage Number of Votes not (%) Votes (%) Votes (%) 10 Proposal regarding Election of Mr. 15163381171 97.8278 329228006 2.1240 7463346 0.0482 Passed Zhu Liwei as a Non-executive Director of the Twelfth Session of the Board of Directors of China Merchants Bank 11 Proposal regarding Election of Mr. 15273243485 98.5366 215136590 1.3880 11692448 0.0754 Passed Zhong Desheng as an Executive Director of the Twelfth Session of the Board of Directors of China Merchants Bank 12 Proposal regarding Election of Mr. 15476492683 99.8479 3810994 0.0246 19768846 0.1275 Passed Li Jinming as a Shareholder Supervisor of the Twelfth Session of the Board of Supervisors of China Merchants Bank 13 Related Party Transactions Report 15467084320 99.7872 12894272 0.0832 20093931 0.1296 Passed for 2023 For Against Abstained Passed or Special Resolution Percentage Number of Percentage Number of Percentage Number of Votes not (%) Votes (%) Votes (%) 14 Proposal regarding Authorisation 15494205376 99.9621 970338 0.0063 4896809 0.0316 Passed to Issue Capital Bonds Among the above resolutions resolution No. 14 is a special resolution which has been approved by two- thirds or more of the votes from the Shareholders who possess the right to vote (including proxies) attending the Meeting. Other resolutions are ordinary resolutions which have been approved by more than half of the votes from the Shareholders who possess the right to vote (including proxies) attending the Meeting.The biographies and other information of the Directors and Supervisor elected at the Meeting have been disclosed in the Circular. 4EXPLANATION ON THE CHANGE OF DIRECTORS AND SUPERVISOR The qualifications of Ms. Li Jian Ms. Shi Dai Ms. Liu Hui Mr. Zhu Liwei and Mr. Zhong Desheng as Directors shall be submitted to the National Financial Regulatory Administration for review with each of the term of office being effective from the date of approval of the qualification as Directors until the date of expiry of the Twelfth Session of the Board of Directors. Mr. Wong See Hong will in accordance with the relevant laws and regulations and the provisions of the Articles of Association of the Company continue to perform his duties as an independent Director and the relevant duties as member of the special committees under the Board of Directors until the qualification of Ms. Li Jian as an independent Director is approved. The Company will make further announcement in due course.The term of office of Mr. Li Jinming as a Shareholder Supervisor shall be effective from the date of consideration and approval at the Meeting until the date of expiry of the Twelfth Session of the Board of Supervisors.ATTESTATION BY LAWYER The Meeting was attested by Cai Qiying and Lan Jiayi appointed by JunHe LLP who issued a written legal opinion certifying that the convening and procedures of the Meeting the qualifications of the attendees and the voting procedures were in compliance with the relevant laws administrative regulations and rules such as the Company Law of the People’s Republic of China and the Rules for the Shareholder’s Meetings of Listed Companies and the Articles of Association. The voting results of the Meeting were lawful and valid.The Board of Directors of China Merchants Bank Co. Ltd. 25 June 2024 As at the date of this announcement the executive directors of the Company are Wang Liang and Zhu Jiangtao; the non-executive directors of the Company are Miao Jianmin Sun Yunfei Zhou Song Zhang Jian and Chen Dong; and the independent non-executive directors of the Company are Wong See Hong Li Menggang Liu Qiao Tian Hongqi Li Chaoxian and Shi Yongdong. 5