CITIC Limited — Proxy Solicitation & Information Statement 2015

Feb 15, 2015

CITIC Limited

Form of Proxy for use at the Extraordinary General Meeting

I/We,(1)of	I/We,(1)of
being thLimiteMEETI		e registered holder(s) ofd (the “Company”),HNGor(3)		shares(2)of CITIC
			Company”),H	EREBY APPOINT THE CHAIRMAN OF THE

as my/our proxy to attend, act and vote for me/us at the Extraordinary General Meeting (and at any adjournment thereof) of the Company to be held at Salon 4–6, Level 3, JW Marriott Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Monday, 16 March 2015 at 3:00 p.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)]

of

ORDINARY RESOLUTIONS

FOR AGAINST

1.	To	re-elect Mr. Wang Jiong as Director
2.	To	re-elect Mr. Dou Jianzhong as Director
3.	To	re-elect Mr. Yu Zhensheng as Director
4.	To	re-elect Mr. Yang Jinming as Director
5.	To	re-elect Ms. Cao Pu as Director
6.	To	re-elect Mr. Liu Zhongyuan as Director
7.	To	re-elect Mr. Liu Yeqiao as Director
8.	To	re-elect Mr. Anthony Francis Neoh as Director
9.	To	re-elect Ms. Lee Boo Jin as Director
10.	(a)	To approve the subscription agreement (the “Subscription Agreement”) dated 20 January 2015 entered into between the Company,
		CITIC Group Corporation, Chia Tai Bright Investment Company Limited (“CT Bright”), CPG Overseas Company Limited, and
		ITOCHU Corporation(5)
	(b)	To authorise any one director of the Company to do all such things and exercise all powers which he considers necessary,
		desirable or expedient in connection with the Subscription Agreement and otherwise in connection with the implementation of
		the transactions contemplated therein including without limitation to the execution, amendment, supplement, delivery, waiver,
		submission and implementation of any further documents or agreements, and all such things needed to be signed and consented by
		the Company after the date of the Subscription Agreement, and if affixation of the common seal is necessary, the common seal be
		affixed in accordance with the articles of association of the Company (the “Articles of Association”)(5)
11.	(a)	To approve the allotment and issue of the 3,327,721,000 Preferred Shares to CT Bright pursuant to the terms and conditions of the
		Subscription Agreement; and to grant a specific and unconditional mandate to the board of directors of the Company (the “Board”)
		to allot and issue the new ordinary shares of the Company which may fall to be allotted and issued upon the exercise of the
		conversion rights attached to the 3,327,721,000 Preferred Shares (the “Conversion Shares”) pursuant to the terms and conditions of
		the Subscription Agreement and the Articles of Association(5)
	(b)	To authorise the Board to take all steps necessary to, and do all acts and execute all documents they consider necessary, desirable or
		expedient to give effect to, the allotment and issue of the Preferred Shares(5)
	(c)	To authorise the Board to take all steps necessary to, and do all acts and execute all documents they consider necessary, desirable
		or expedient to give effect to, the allotment and issue of the Conversion Shares pursuant to resolution No. 11(a), contingent on the
		Board resolving to allot and issue the Conversion Shares pursuant to resolution No. 11(a)(5)
SPECIAL RESOLUTION

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12. (a)To appPreferrand inCompa(b)To app16 Febr(c)To author expesuppleto be siaccordaDated this	FORAGAINSTrove the creation of the Preferred Shares and the re-designation of the share capital of the Company into ordinary shares anded Shares, which shall have the rights and benefits and subject to the restrictions as set out in the Subscription Agreementthe amendments to the Articles of Association to be adopted by the Company as set out in Appendix I of the circular of theny dated 16 February 2015, and the existing issued shares of the Company shall be designated as ordinary shares(5)h d d h Al f A Ad f h l f h dd	FORAGAINSTrove the creation of the Preferred Shares and the re-designation of the share capital of the Company into ordinary shares anded Shares, which shall have the rights and benefits and subject to the restrictions as set out in the Subscription Agreementthe amendments to the Articles of Association to be adopted by the Company as set out in Appendix I of the circular of theny dated 16 February 2015, and the existing issued shares of the Company shall be designated as ordinary shares(5)h d d h Al f A Ad f h l f h dd
	ove te propose amenments to te rtices o ssociation as set out in ppenix I o te circuar o te Company ateuary 2015 with effect immediately upon the issue of the Preferred Shares in accordance with the Subscription Agreement(5)orise any one director of the Company to do all such things and exercise all powers which he considers necessary, desirabledient in connection with the creation of the Preferred Shares including without limitation to the execution, amendment,ent deliver waiver submission and imlementation of an further documents or areements and all such thins needed
	, y, , p y g,gned and consented by the Company, and if affixation of the common seal is necessary, the common seal be affixednce with the Articles of Association(5)day of2015Signed	in

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 The full text of Resolutions 10, 11 and 12 are set out in the Notice of the Extraordinary General Meeting contained in the circular to the shareholders of the Company dated 16 February 2015.

• 6 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.

• 7 In the case of joint registered holders the vote of the person whose name stands first in the register of members of the Company who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s).

• 8 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 and received by the Company at least 48 hours before the time appointed for the holding of the Meeting or any adjournment thereof, and for a poll taken more than 48 hours after it was demanded, at least 24 hours before the time appointed for taking the poll.

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

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