CITIC Limited — AGM Information 2012

Mar 27, 2012

CITIC Pacific Limited

Form of Proxy for Annual General Meeting

I/We, [(1)] of

being the registered holder(s) of shares[(2)]

of HK$0.40 each in the capital of CITIC Pacific Limited (the "Company"), HEREBY APPOINT THE CHAIRMAN OF THE MEETING or[(3)]

of

as my/our proxy to vote and act for me/us at the Annual General Meeting (and at any adjournment thereof) of the Company to be held at Granville and Nathan Room, Lower Lobby, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Friday, 18 May 2012 at 11:00 a.m. for the purpose of considering and, if thought fit, passing the Resolutions set out in the Notice convening the said meeting and at such 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. [(4)]

Resolutions

• ORDINARY BUSINESS FOR AGAINST 1 To adopt the audited accounts and the Reports of the Directors and the Auditors for the year ended 31 December 2011

• 2 To declare a final dividend for the year ended 31 December 2011

• 3 a) To re-elect Mr. Zhang Jijing as Director b) To re-elect Mr. Milton Law Ming To as Director

  • c) To re-elect Mr. Alexander Reid Hamilton as Director

  • d) To re-elect Mr. Ju Weimin as Director

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

• FOR AGAINST

• 6 To grant a general mandate to the Directors to purchase or otherwise acquire shares in the capital of the Company not exceeding 10% of the issued share capital of the Company as at the date of this resolution

• 7 To add the aggregate nominal amount of the shares which are purchased or otherwise acquired under the general mandate in Resolution (6) to the aggregate nominal amount of the shares which may be issued under the general mandate in Resolution (5)

• 8 To approve additional remuneration of any Independent Non-executive Director serving on the Nomination Committee

SPECIAL BUSINESS

• 5 To grant a general mandate to the Directors to issue and dispose of additional shares not exceeding 20% of the issued share capital of the Company as at the date of this resolution

Dated this day of 2012

Signed

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

• 3 If any proxy other than the Chairman is preferred, strike out “the Chairman of the Meeting or” herein inserted and insert the name and address of the proxy desired in the space provided. 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 ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “AGAINST”. Failure to complete any or all the boxes will entitle your proxy to cast his votes 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.

• 5 This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer or attorney duly authorised.

• 6 In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s), and for this purpose seniority will be determined by the order in which the names stand in the Register of Members.

• 7 To be valid, this form of proxy, together with the power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s registered office at 32nd Floor, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong not less than 48 hours before the time for the holding of the Meeting or any adjournment thereof.

• 8 The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

• 9 Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting if you so wish.