China Railway Group Limited — Proxy Solicitation & Information Statement 2015

Dec 13, 2015

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中國中鐵股份有限公司 CHINA RAILWAY GROUP LIMITED

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

(Stock Code: 390)

Form of Proxy for the 2016 First Extraordinary General Meeting to be held on 28 January 2016

I/We [(Note][1)]

of

(Note 2) H Shares of RMB1.00 each in the capital of China Railway Group

being the registered holder(s) of Limited (the “ Company ”), hereby appoint the Chairman of the meeting or [(Note][3)]

of

to act as my/our proxy to attend and vote for me/us and on my/our behalf at the 2016 First Extraordinary General Meeting (the “ Meeting ”) (and any adjournment thereof) of the Company to be held at Conference Room, China Railway Square, No. 69 Fuxing Road, Haidian District, Beijing, PRC, at 9:30 a.m. on Thursday, 28 January 2016 or any adjournment thereof, for the purpose of considering and if thought fit, passing the resolutions set out in the notice convening the Meeting, and voting on behalf of me/us under my/our name as indicated below [(Note][4)] in respect of the resolutions to be proposed at the Meeting (and any of its adjournment thereof).

		Ordinary resolution	For (Note 4)		Against (Note 4)		Abstained (Note 4)
	1	To consider and approve the election of Mr. Zhang Zongyan as
		executive director of the Company with term of office commencing
		from the date of the passing of the resolution at the Company’s
		general meeting until the expiry of the term of office of the third
		session of the board of the Company
		Special resolutions	For (Note 4)		Against (Note 4)		Abstained (Note 4)
	2	To consider and approve the proposal on issuing domestic and
		overseas debt financing instruments
	3	To consider, approve, confirm and rectify the proposal on the
		increaseoftheregisteredcapitaloftheCompanyfrom
		RMB21,299,900,000 to RMB22,844,301,543 to reflect the Company’s
		completion of the non-public issuance of A shares on 14 July 2015
	4	To consider, approve, confirm and rectify the proposal on the
		proposed amendments to the Articles of Association of China Railway
		Group Limited as set out in Appendix II to the circular of the
		Company dated 14 December 2015

Shareholder’s Signature [(Note][5)]

Dated 2016

Notes:

1. Please insert full name(s) and address as registered in the register of members in BLOCK CAPITALS .

2. Please insert the number of shares registered in your name(s) relating to this form of proxy. If no number is inserted, this proxy form will be deemed to relate to all shares registered in your name(s).

3. If a proxy other than the Chairman of the meeting is preferred, cross out the words “ the Chairman of the meeting or” and insert the full name and address of the proxy (or proxies) desired in the space provided. If you are a shareholder of the Company who is entitled to attend and vote at the Meeting, you are entitled to appoint one or more proxies to attend and vote on your behalf. A proxy need not be a shareholder of the Company. Any changes to this proxy form should be initialled by the person who signs it.

4. IMPORTANT: IF YOU WISH TO VOTE “FOR” A RESOLUTION, PLEASE TICK THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE “AGAINST” A RESOLUTION, PLEASE TICK THE BOX MARKED “AGAINST”. IF YOU WISH TO VOTE “ABSTAINED” A RESOLUTION, PLEASE TICK THE APPROPRIATE BOX MARKED “ABSTAINED”. If no direction is given, the proxy will be entitled to vote or abstain as he thinks fit. Unless you direct in the proxy form, the proxy will also be entitled to vote at his/her discretion for any resolution duly put to the Meeting other than those referred to in the notice of the Meeting. You should give your opinion as any one of the following: “For”, “Against” or “Abstained”. Any vote which is not filled or filled wrongly or with unrecognizable writing or not casted will be deemed as having waived your voting rights, and the corresponding vote will be counted as “Abstained.”

5. This form of proxy must be signed by you, or your attorney duly authorised in writing or, if you are a corporation, must either be executed under seal or under the hand of director(s) or attorney(s) duly authorised. If this proxy form is signed by an attorney of a shareholder, the power of attorney or other authority (if any) under which it is signed must be notarised.

6. In the case of joint holders of any share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders are present at the Meeting whether attending in person or by proxy, the vote of the person, whose name stands first on the register of members of the Company in respect of such share shall be accepted to the exclusion of the vote(s) of the other joint holder(s).

7. To be valid, this proxy form together with the power of attorney or other authorisation document (if any) must be deposited at H share registrar of the Company in person or by post not less than 24 hours before the time fixed for the holding of the Meeting or any adjournment thereof (as the case may be). Completion and delivery of this proxy form will not preclude shareholders from attending and voting at the Meeting if she/he so wishes. The H share registrar of the Company is Computershare Hong Kong Investor Services Limited, whose address is at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong.

8. Shareholders or their proxies attending the Meeting shall produce their identity documents.