China Pacific Insurance (Group) Co., Ltd. — Proxy Solicitation & Information Statement 2012

Sep 9, 2012

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.

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CHINA PACIFIC INSURANCE (GROUP) CO., LTD.

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

(Stock Code: 02601)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting of China Pacifi c Insurance (Group) Co., Ltd. (the “ Company ”) will be held at Ocean Spring Metropark Hotel, Zhuhai, Guangdong, the PRC on Thursday, October 25 2012 at 1:30 p.m. (the “ EGM ”) for the purposes of considering and, if thought fi t, passing the following resolution:

SPECIAL RESOLUTION

To consider and approve the following proposed amendments to the articles of association of the Company (the “ Articles of Association ”), and to authorize the Chairman of the Board of Directors or his attorney to make further amendments to the Articles of Association which in his opinion may be necessary and desirable in accordance with the requirements of relevant regulatory authorities in the process of the Company’s applying for approval.

The amendments to the Articles of Association as referred to in this special resolution are subject to and shall take effect after the approval from China Insurance Regulatory Commission (the “ CIRC ”) has been obtained.

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Article 209 will be amended from: “The Company may distribute dividend in the following ways: (1) cash; (2) Shares. In distributing the profi ts of the Company, the Company shall focus on giving investors a reasonable return on their investment. The profi t distribution policy of the Company shall maintain a certain level of continuity and stability. The Company may make an interim distribution of profi ts.” to:

“The Company may distribute dividend in the following ways:

• (1) cash;

• (2) Shares.

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In distributing the profi ts of the Company, the Company shall focus on giving investors a reasonable return on their investment. The profi t distribution policy of the Company shall maintain a certain level of continuity and stability. The Company may make an interim distribution of profi ts.

The Company shall give priority to profi t distribution in cash.

The cumulative profi t distribution in cash of the Company in the last three years shall not be less than 30% of the average annual distributable profi ts of the last three years, except that:

• (i) the solvency level of the Company falls below the prescribed level set by CIRC;

• (ii) the operation and fi nancial position of the Company are materially affected by force majeure events, such as war and natural disaster;

• (iii) the operation and fi nancial position of the Company are materially affected by the changes in the external environment where the Company operates;

• (iv) there are material adverse changes in the operation of the Company;

• (v) in other circumstances which make dividend distribution inappropriate according to the relevant laws, regulations and regulatory documents.

The Company may adjust its profi t distribution policies, which shall be resolved by the Board after thorough consideration and submitted to the Shareholders’ general meeting together with the opinions of the Independent Directors for approval by way of special resolution. The Board and Shareholders’ general meeting shall properly consider the opinions from the Independent Directors and public investors and communicate with public investors through various channels. The implementation of the profi t distribution policies shall be supervised by the Independent Directors and public investors.”

Notes:

1. Eligibility for attending the EGM and closure of register of members for H Shares

In order to determine the list of shareholders who are entitled to attend the EGM, the registers of holders of H Shares of the Company will be closed from Tuesday, 25 September 2012 to Thursday, 25 October 2012, both days inclusive, during which period no transfer of H Shares will be effected. Holders of the Company’s H Shares whose names appear on the register of members at close of business on Monday, 24 September 2012 are entitled to attend the EGM. In order to attend and vote at the EGM, holders of H Shares of the Company whose transfers have not been registered shall deposit the transfer documents together with the relevant share certifi cates at the H share registrar of the Company, Computershare Hong Kong Investor Services Limited at or before 4:30 p.m. on Monday, 24 September 2012. The address of the transfer offi ce of Computershare Hong Kong Investor Services Limited is Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

2. Proxy

• (1) Each shareholder entitled to attend and vote at the EGM may appoint one or more proxies in writing to attend and vote on his behalf. A proxy need not be a shareholder of the Company.

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• (2) The instrument appointing a proxy must be in writing signed by the appointor or his attorney duly authorized in writing, or if the appointor is a legal entity, either under seal or signed by a director or a duly authorized attorney. If that instrument is signed by an attorney of the appointor, the power of attorney authorizing that attorney to sign or other document of authorization must be notarized.

To be valid, for holders of H Shares, the form of proxy and notarized power of attorney or other document of authorization must be delivered to Computershare Hong Kong Investor Services Limited, not less than 24 hours before the time appointed for the EGM (form of proxy for use at the EGM is attached herewith).

• (3) If a shareholder appoints more than one proxy, such proxies shall only exercise the right to vote by poll.

3. Registration procedures for attending the EGM

• (1) A shareholder or his proxy should produce proof of identity when attending the EGM. If a shareholder is a legal person, its legal representative or other person authorized by the board of directors or other governing body of such shareholder may attend the EGM by producing a copy of the resolution of the board of directors or other governing body of such shareholder appointing such person to attend the meeting.

• (2) Shareholders of the Company intending to attend the EGM in person or by their proxies should complete and return the reply slip for attending the EGM to Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong on or before Thursday, 4 October 2012.

4. Voting by poll

According to Rule 13.39(4) of the Hong Kong Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, the chairman of the EGM will demand a poll in relation to all the proposed resolutions at the EGM in accordance with Article 91 of the Articles of Association.

5. Miscellaneous

• (1) The EGM is expected to be held for no more than half a day. Shareholders who attend the meeting in person or by proxy shall bear their own travelling and accommodation expenses.

• (2) The address of Computershare Hong Kong Investor Services Limited is:

• 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

• (3) The registered offi ce of the Company is at: South Tower, Bank of Communications Financial Building, 190 Central Yincheng Road, Pudong New District, Shanghai 200120 The People’s Republic of China

Contact offi ce: Offi ce of the Board Contact Persons: HE Ye Telephone No.: 86 (21) 3396 0000 Facsimile No.: 86 (21) 6887 0791

As of the date of this announcement, the executive Directors of the Company are Mr. GAO Guofu and Mr. HUO Lianhong; the non-executive Directors of the Company are Mr. YANG Xianghai, Mr. YANG Xiangdong, Ms. FENG Junyuan, Mr. WANG Chengran, Mr. WU Jumin, Mr. WU Junhao, Mr. ZHENG Anguo and Ms. XU Fei; and the independent non-executive Directors of the Company are Mr. XU Shanda, Mr. CHANG Tso Tung Stephen, Mr. LI Ruoshan, Mr. YUEN Tin Fan and Mr. XIAO Wei.

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