CITIC Limited — AGM Information 2005

Mar 29, 2005

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NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at Island Ballroom, Level 5, Island Shangri-La Hotel, Two Pacific Place, Supreme Court Road, Hong Kong on Thursday, 12 May 2005 at 10:30 a.m. for the following purposes:

• 1 To receive and consider the audited accounts and the Reports of the Directors and the Auditors for the year ended 31 December 2004.

• 2 To declare a final dividend for the year ended 31 December 2004.

• 3 To re-elect retiring Directors.

• 4 To re-appoint Auditors and authorise the Board of Directors to fix their remuneration.

• 5 To consider as Special Business and, if thought fit, pass the following resolution as a Special Resolution:

  • “ THAT the Articles of Association of the Company be altered by:

  • (a) deleting the existing Article 104(A) in its entirety and substituting therefor the following as new Article 104(A):

    • “104. (A) Every Director, including those appointed for a specific term, shall be subject to retirement by rotation at least once every three years. At each annual general meeting one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to one-third, shall retire from office. The Directors to retire in every year shall be those who have been longest in office since their last election but as between persons who became Directors on the same day those to retire shall (unless they

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     - otherwise agree between themselves) be determined by lot. In addition, there shall also be required to retire by rotation any Director who at an annual general meeting of the Company shall have been a Director at each of the preceding two annual general meetings of the Company and who was not elected or re-elected at either such annual general meeting and who has not otherwise ceased to be a Director (either by resignation, retirement, removal or otherwise) and been re-elected by general meeting of the Company at or since either such annual general meeting. The retiring Directors shall be eligible for re-election.”; and 

• (b) inserting the following sentence into Article 107 immediately after the words “as an addition to the Board.”:

  • “Any Director so appointed to fill a casual vacancy shall hold office only until the next following annual general meeting of the Company and shall then be eligible for reelection, but shall not be taken into account in determining the Directors who are to retire by rotation at such meeting.””

• 6 To consider as Special Business the following resolution as an Ordinary Resolution:

“ THAT :

• A. subject to paragraph (C), a general mandate be and is hereby unconditionally granted to the Directors of the Company to exercise during the Relevant Period all the powers of the Company to allot, issue and dispose of additional shares in the Company and to make or grant offers, agreements and options which would or might require the exercise of such powers;

• B. the mandate in paragraph (A) shall authorise the Directors of the Company during the Relevant Period to make or grant offers, agreements and options which would or might require the exercise of such powers after the end of the Relevant Period;

• C. the aggregate nominal value of share capital allotted or agreed conditionally or unconditionally to be allotted

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(whether pursuant to an option or otherwise) by the Directors of the Company pursuant to the mandate in paragraph (A), otherwise than pursuant to (i) Rights Issue or (ii) any option scheme or similar arrangement for the time being adopted for the grant or issue to the officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company or (iii) the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any securities which are convertible into shares of the Company or (iv) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company pursuant to the New Articles of Association of the Company from time to time, shall not exceed twenty per cent of the aggregate nominal amount of the share capital of the Company in issue at the date of this Resolution and the said mandate shall be limited accordingly;

• D. for the purpose of this Resolution:

  • “Relevant Period” means the period from the passing of this Resolution until whichever is the earlier of:

  • i. the conclusion of the next Annual General Meeting of the Company; or

  • ii. the expiration of the period within which the next Annual General Meeting of the Company is required by law to be held; or

  • iii. the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting.

“Rights Issue” means an offer of shares open for a period fixed by the Directors of the Company to holders of shares of the Company on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any

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recognised regulatory body or any stock exchange in, any territory outside Hong Kong).”

• 7 To consider as Special Business the following resolution as an Ordinary Resolution:

“ THAT :

• A. a general mandate be and is hereby unconditionally given to the Directors of the Company to exercise during the Relevant Period all the powers of the Company to purchase or otherwise acquire shares of the Company in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, provided that the aggregate nominal amount of shares so purchased or otherwise acquired shall not exceed ten per cent of the aggregate nominal amount of the share capital of the Company in issue at the date of this Resolution;

• B. for the purpose of this Resolution:

  • “Relevant Period” means the period from the passing of this Resolution until whichever is the earlier of:

  • i. the conclusion of the next Annual General Meeting of the Company; or

  • ii. the expiration of the period within which the next Annual General Meeting of the Company is required by law to be held; or

  • iii. the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting.”

• 8 To consider as Special Business the following resolution as an Ordinary Resolution:

“ THAT conditional upon the passing of Resolutions (6) and (7) set out in the Notice convening this Meeting, the aggregate nominal amount of the shares which are purchased or otherwise acquired by the Company pursuant to Resolution (7) shall be added to the aggregate nominal amount of the shares which may be issued pursuant to Resolution (6).”

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By Order of the Board Alice Tso Mun Wai

Company Secretary Hong Kong, 29 March 2005

Registered Office: 32nd Floor, CITIC Tower

1 Tim Mei Avenue Central, Hong Kong

Notes:

• (i) The Register of Members will be closed from Friday, 6 May 2005 to Thursday, 12 May 2005, both days inclusive, during which period no transfer of shares will be effected.

• (ii) Any member entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and, on a poll, vote instead of him. A proxy need not be a member of the Company.

• (iii) To be valid, the instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority must be deposited at the registered office of the Company not less than forty-eight hours before the time for holding the meeting or adjourned meeting or poll (as the case may be) at which the person named in such instrument proposes to vote.

• (iv) Further information concerning re-election of the retiring directors and Resolutions (5) to (8) will be included in a circular to be despatched to members on 12 April 2005.

As at the date of this announcement, the executive directors of the Company are Messrs Larry Yung Chi Kin (Chairman), Henry Fan Hung Ling, Vernon Francis Moore, Peter Lee Chung Hing, Norman Yuen Kee Tong, Yao Jinrong, Chang Zhenming, Li Shilin, Carl Yung Ming Jie and Liu Jifu; the non-executive directors of the Company are Messrs Willie Chang, André Desmarais and Peter Kruyt (alternate director to Mr André Desmarais); and the independent non-executive directors of the Company are Messrs Hamilton Ho Hau Hay, Alexander Reid Hamilton, Hansen Loh Chung Hon and Norman Ho Hau Chong.

“Please also refer to the published version of this announcement in The Standard and Hong Kong Economic Times.”

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