CITIC Limited — Proxy Solicitation & Information Statement 2015

Feb 15, 2015

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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CITIC Limited 中國中信股份有限公司 (Incorporated in Hong Kong with limited (Stock Code: 00267)

(Incorporated in Hong Kong with limited liability)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “ EGM ”) of CITIC Limited (the “ Company ”) will 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 following purposes:

ORDINARY RESOLUTIONS

To consider and, if thought fit, pass the following resolutions as ordinary resolutions of the Company:

1. “ THAT : Mr. Wang Jiong be and is hereby re-elected as director of the Company.”

2. “ THAT : Mr. Dou Jianzhong be and is hereby re-elected as director of the Company.”

3. “ THAT : Mr. Yu Zhensheng be and is hereby re-elected as director of the Company.”

4. “ THAT : Mr. Yang Jinming be and is hereby re-elected as director of the Company.”

5. “ THAT : Ms. Cao Pu be and is hereby re-elected as director of the Company.”

6. “ THAT : Mr. Liu Zhongyuan be and is hereby re-elected as director of the Company.”

7. “ THAT : Mr. Liu Yeqiao be and is hereby re-elected as director of the Company.”

8. “ THAT : Mr. Anthony Francis Neoh be and is hereby re-elected as director of the Company.”

9. “ THAT : Ms. Lee Boo Jin be and is hereby re-elected as director of the Company.”

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1. “ THAT subject to and conditional upon the passing of the special resolution numbered 12 set out in this notice:

2. a. the subscription agreement (the “ Subscription Agreement ”) dated 20 January 2015 entered into between the Company as the issuer, CITIC Group Corporation, Chia Tai Bright Investment Company Limited (“ CT Bright ”) as the subscriber, CPG Overseas Company Limited, and ITOCHU Corporation (a copy of which has been produced to the EGM marked “A” and initialled by the chairman of the EGM for the purpose of identification), pursuant to which, the Company has agreed to allot and issue, and CT Bright has agreed to subscribe for, 3,327,721,000 fully paid convertible preferred shares of the Company (the “ Preferred Shares ”) for a total consideration of HK$45,922,549,800.00 subject to the terms and conditions of the Subscription Agreement, and all transactions and ancillary matters contemplated therein, and in connection with, the Subscription Agreement be and are hereby approved, ratified and confirmed; and

3. b. any one director of the Company be and is hereby authorised for and on behalf 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 ”).”

4. “ THAT subject to and conditional upon the passing of the ordinary resolution numbered 10 and the special resolution numbered 12 set out in this notice:

5. a. 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 be and is hereby approved and confirmed; and the board of directors of the Company (the “ Board ”) be and is hereby granted a specific and unconditional mandate 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; and

6. b. the Board be and is hereby authorised 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; and

7. c. contingent on the Board resolving to allot and issue the Conversion Shares pursuant to paragraph (a) of this resolution, the Board be and is hereby authorised 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 paragraph (a) of this resolution.”

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SPECIAL RESOLUTION

To consider and, if thought fit, pass the following resolution as a special resolution of the Company:

1. “ THAT :

2. a. the creation of the Preferred Shares be and is hereby approved and the share capital of the Company be and is hereby re-designated into ordinary shares and Preferred Shares, which shall have the rights and benefits and subject to the restrictions as set out in the Subscription Agreement and in the amendments to the Articles of Association to be adopted by the Company as set out in Appendix I of the circular of the Company dated 16 February 2015, and the existing issued shares of the Company shall be designated as ordinary shares;

3. b. the proposed amendments to the Articles of Association as set out in Appendix I of the circular of the Company dated 16 February 2015, be and are hereby approved with effect immediately upon the issue of the Preferred Shares in accordance with the Subscription Agreement; and

4. c. any one director of the Company be and is hereby authorised for and on behalf of the Company to do all such things and exercise all powers which he considers necessary, desirable or expedient in connection with the creation of the Preferred Shares 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, and if affixation of the common seal is necessary, the common seal be affixed in accordance with the Articles of Association.”

By Order of the Board CITIC Limited Ricky Choy Wing Kay Tang Zhenyi Joint Company Secretaries

Hong Kong, 16 February 2015

Registered Office:

32nd Floor, CITIC Tower

1 Tim Mei Avenue Central, Hong Kong

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Notes:

• (i) The register of members of the Company will be closed from Wednesday, 11 March 2015 to Monday, 16 March 2015, both days inclusive and during which period no share transfer will be effected for the purpose of ascertaining shareholders’ entitlement to attend and vote at the EGM. In order to be eligible to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company’s Share Registrar, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not later than 4:30 p.m. on Tuesday, 10 March 2015. Shareholders whose names appear on the register of members of the Company on Monday, 16 March 2015 shall be entitled to attend and vote at the EGM.

• (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) 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 shall 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, and in default the instrument of proxy shall not be treated as valid.

• (iv) A form of proxy for use at the EGM is enclosed herewith.

As at the date of this announcement, the executive directors of the Company are Messrs Chang Zhenming (Chairman), Wang Jiong, Dou Jianzhong and Zhang Jijing; the non-executive directors of the Company are Mr Yu Zhensheng, Mr Yang Jinming, Ms Cao Pu, Mr Liu Zhongyuan and Mr Liu Yeqiao; and the independent non-executive directors of the Company are Messrs Alexander Reid Hamilton, Francis Siu Wai Keung, Dr Xu Jinwu, Mr Anthony Francis Neoh and Ms Lee Boo Jin.

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