CITIC Limited — Proxy Solicitation & Information Statement 2018

May 25, 2018

CITIC Limited

Second Proxy Form for Annual General Meeting

I/We,[(1)] of

shares[[(2)]] in CITIC

being the registered holder(s) of shares[[(2)]] in CITIC Limited (the “Company”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING or[(3)]

as my/our proxy to attend, vote and act for me/us at the Annual General Meeting (the “AGM”) (and at any adjournment thereof) of the Company to be held at Salon 4–6, Level 3, JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Thursday, 14 June 2018 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 Supplementary Notice of AGM and at the AGM (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 adopt the audited financial statements and the Reports of the Directors and the Auditor for the year ended 31 December 2017 2 To declare a final dividend for the year ended 31 December 2017 3 To re-elect Mr. Wang Jiong as Director of the Company 4 To re-elect Mr. Song Kangle as Director of the Company 5 To re-elect Mr. Liu Zhuyu as Director of the Company 6 To re-elect Mr. Yang Xiaoping as Director of the Company 7 To re-elect Mr. Wu Youguang as Director of the Company 8 To re-elect Mr. Francis Siu Wai Keung as Director of the Company 9 To re-elect Mr. Anthony Francis Neoh as Director of the Company 10 To re-elect Mr. Shohei Harada as Director of the Company 11 To re-elect Mr. Peng Yanxiang as Director of the Company 12 To re-appoint Messrs. PricewaterhouseCoopers as the Auditor of the Company and authorise the Board of Directors to fix their remuneration

• 13 To grant a general mandate to the Directors to issue and dispose of additional shares not exceeding 20% of the number of shares of the Company in issue as at the date of this resolution[(5)]

• 14 To grant a general mandate to the Directors to purchase or otherwise acquire shares of the Company not exceeding 10% of the number of shares of the Company in issue as at the date of this resolution[(5)]

• Dated this day of 2018 Signed Notes 9 A shareholder entitled to attend and vote at the AGM is entitled to appoint one or more 1 Full name(s) and address(es) to be inserted in BLOCK CAPITALS . proxies to attend and, on a poll, vote on his/her behalf. A proxy need not be a member of 2 Please insert the number of shares registered in your name(s). If no number is inserted, the Company but must attend the AGM in person to represent you. this Second Proxy Form will be deemed to relate to all the shares in the Company 10 Completion and delivery of this Second Proxy Form will not preclude you from attending registered in your name(s). and voting at the AGM if you so wish.

• 3 If any proxy other than the Chairman is preferred, strike out “the Chairman of the 11 Shareholders who have already lodged the proxy form (the “First Proxy Form”) enclosed Meeting or” herein inserted and insert the name and address of the proxy desired in the with the circular and the AGM Notice dated 27 April 2018 with the Company should note space provided. ANY ALTERATION MADE TO THIS SECOND PROXY FORM that: MUST BE INITIALLED BY THE PERSON WHO SIGNS IT. (i) If no Second Proxy Form is lodged with the Company’s Share Registrar, the First

• 4 IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTIONS, TICK THE Proxy Form, if duly completed, will be treated as a valid proxy form lodged by the APPROPRIATE BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST Shareholder. The proxy duly appointed by the Shareholder will be entitled to vote at ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “AGAINST”. his or her discretion or to abstain from voting on any resolution properly submitted Failure to complete any or all the boxes may entitle your proxy to cast his votes at his to the AGM other than the resolutions as set out in the AGM Notice and the First discretion (Please see Note 11 below.). Your proxy will also be entitled to vote at his Proxy Form (for which the proxy shall vote in accordance with the instructions discretion on any resolution properly put to the AGM other than those referred to in the previously given by the Shareholder under the First Proxy Form), including the Notice convening the AGM and Supplementary Notice of AGM. additional resolution as set out in the Supplementary Notice of AGM;

  • 10 Completion and delivery of this Second Proxy Form will not preclude you from attending and voting at the AGM if you so wish.

  • 11 Shareholders who have already lodged the proxy form (the “First Proxy Form”) enclosed with the circular and the AGM Notice dated 27 April 2018 with the Company should note that:

    • (i) If no Second Proxy Form is lodged with the Company’s Share Registrar, the First Proxy Form, if duly completed, will be treated as a valid proxy form lodged by the Shareholder. The proxy duly appointed by the Shareholder will be entitled to vote at his or her discretion or to abstain from voting on any resolution properly submitted to the AGM other than the resolutions as set out in the AGM Notice and the First Proxy Form (for which the proxy shall vote in accordance with the instructions previously given by the Shareholder under the First Proxy Form), including the additional resolution as set out in the Supplementary Notice of AGM;

    • (ii) If the Second Proxy Form is lodged with the Company’s Share Registrar not less than 48 hours (excluding any part of a day that is a public holiday) before the time appointed for holding the AGM or any adjournment thereof, the Second Proxy Form, whether duly completed or not, will revoke and supersede the First Proxy Form previously lodged by the Shareholder. The Second Proxy Form, if duly completed, will be treated as a valid proxy form; and

• 5 The full text of Resolutions 13 and 14 are set out in the Notice convening the AGM which is available on the website of the Company and sent to all shareholders on 27 April 2018.

• 6 This Second Proxy Form 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 senior holder 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), and for this purpose, seniority will be determined by the order in which the names stand in the Register of Members of the Company.

  • (iii) If the Second Proxy Form is lodged with the Company’s Share Registrar less than 48 hours before the time appointed for holding the AGM or any adjournment thereof, the Second Proxy Form will be treated as an invalid proxy form and will not revoke the First Proxy Form previously lodged by the Shareholder. The First Proxy Form, if duly completed, will be treated as a valid proxy form. The proxy duly appointed by the Shareholder will be entitled to vote at his or her discretion or to abstain from voting on any resolution properly submitted to the AGM other than the resolutions as set out in the AGM Notice and the First Proxy Form (for which the proxy shall vote in accordance with the instructions previously given by the Shareholder under the First Proxy Form), including the additional resolution as set out in the Supplementary Notice of AGM.

• 8 To be valid, this Second Proxy Form, 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 Share Registrar, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours (excluding any part of a day that is a public holiday) before the time appointed for the holding of the AGM or any adjournment thereof.

PERSONAL INFORMATION COLLECTION STATEMENT

“Personal Data” in this Second Proxy Form has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Cap 486 (“PDPO”), which includes your and your proxy’s name and address.

Your and your proxy’s Personal Data provided in this Second Proxy Form will be used in connection with processing your request for the appointment of a proxy to attend, act and vote on your behalf as directed above at the AGM. The supply of your and your proxy’s Personal Data is on a voluntary basis. However, we may not be able to process your request unless you provide us with your and your proxy’s Personal Data.

Your and your proxy’s Personal Data will be disclosed or transferred to the Company’s share registrar and/or other companies or bodies for the purpose stated above, or when it is required to do so by law, for example, in response to a court order or a law enforcement agency’s request, and will be retained for such period as may be necessary for our verification and record purpose.

By providing your proxy’s Personal Data in this Second Proxy Form, you should have obtained the express consent (which has not been withdrawn in writing) from your proxy in using his/her Personal Data provided in this Second Proxy Form and that you have informed your proxy of the purpose for and the manner in which his/her Personal Data may be used. You/your proxy have/has the right to request access to and/or correction of your/your proxy’s Personal Data respectively in accordance with the provisions of the PDPO.

Any such request for access to and/or correction of your/your proxy’s Personal Data should be in writing by the following means: By mail to: Privacy Compliance Officer Tricor Tengis Limited

Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong