CLP Holdings Limited — Proxy Solicitation & Information Statement 2001

Feb 27, 2001

NOTICE OF

ANNUAL GENERAL MEETING

Notice is hereby given that the third Annual General Meeting of Shareholders of CLP Holdings Limited 中電控股有限公司 (“The Company”) will be held at the Peninsula Hotel, Salisbury Road, Kowloon, on Monday, 23 April 2001, at 11:30 a.m. for the following purposes:

(1) To receive and consider the audited Accounts and the Reports of the Directors and Auditors for the year ended 31 December 2000.

(2) To declare final dividend and special centenary dividend.

(3) To elect Directors.

(4) To re-appoint Auditors and authorise Directors to fix their remuneration.

As special business to consider and, if thought fit, pass with or without modification the following Resolutions as Ordinary Resolutions:

(5) “That the remuneration of the Chairman, each one of the Vice Chairmen and the other Directors shall remain unchanged at the sum of HK$225,000, HK$150,000 and HK$100,000 respectively for the year ending 31 December 2001 and for each subsequent year until the Company in general meeting otherwise determines.”

(6) “That the sum of HK$2,081,227,000 (being part of the amount standing to the credit of share premium account of the Company) be capitalised in accordance with Article 140 of the Company’s Articles of Association and that the same be applied in making payment in full at par of 416,245,400 shares of HK$5.00 each in the capital of the Company, such shares to be distributed as fully-paid among the persons registered as holders of the 2,081,227,000 fully-paid issued shares of the Company on 23 April 2001, as far as practicable, in the proportion of one share for every five shares of the said capital held by such persons respectively, such fully-paid shares not to rank for the final dividend and the special centenary dividend to be declared payable in respect of the year ended 31 December 2000, but in all other respects to rank pari passu with the existing shares of the Company, and that no fractional shares be issued but that shares representing fractions be disposed of for the benefit of the Company.”

(7) “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, options or warrants 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 (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) any scrip dividend or similar arrangement pursuant to the Articles of Association of the Company from time to time, shall not exceed ten per cent of the aggregate nominal amount of the share capital of the Company in issue as enlarged by the issue of shares pursuant to the capitalisation issue referred to in Resolution (6) above 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;

(ii) the expiration of the period within the next Annual General Meeting of the Company is required by law to be held; and

(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 or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (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 recognised regulatory body or any stock exchange in, any territory outside Hong Kong).”

(8) “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 HK$5.00 each in the capital 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 as enlarged by the issue of shares pursuant to the capitalisation issue referred to in Resolution (6) above.

(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;

(ii) the expiration of the period within the next Annual General Meeting of the Company is required by law to be held; and

(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.”

(9) “That, conditional upon the passing of Resolutions (7) and (8) 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 (8) shall be added to the aggregate nominal amount of the shares which may be issued pursuant to Resolution (7).”

By Order of the Board

Peter W. Greenwood

Secretary

Hong Kong, 26 February 2001

Notes:

1. A Shareholder entitled to attend and vote at the Meeting convened by the above Notice is entitled to appoint not more than two proxies to attend and vote in his stead. The proxy need not be a Shareholder of the Company.

2. Proxy forms for use at the Annual General Meeting are sent to Shareholders together with the Annual Report 2000. In order to be valid, proxy forms must be completed, signed and deposited at the Company’s Registrars, Central Registration Hong Kong Limited, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time for holding the Annual General Meeting.

3. In relation to the resolution for final dividend and special centenary dividend, the Board has recommended a final dividend and a special centenary dividend of HK$0.50 and HK$0.27 per share respectively. The final dividend and the special centenary dividend are subject to Shareholders’ approval at the Annual General Meeting.

4. The Register of Shareholders will be closed from 11 April to 23 April 2001, both days inclusive, during which period the registration of transfers of shares will be suspended. To rank for the final dividend, the centenary special dividend and the bonus shares, all transfers should be lodged with the Company’s Registrars, Central Registration Hong Kong Limited, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, for registration not later than 4:00 p.m. on Tuesday, 10 April 2001.

5. In relation to the resolution on Directors’ remuneration, the recommendation for no change in Directors’ remuneration is supported by a formal independent review of Directors’ fees, which is undertaken no less frequently than every 3 years. The levels of remuneration for Directors have remained unchanged since 1995.

6. With reference to Resolution (6) above, an application for listing of and permission to deal in the newly issued shares will be made to the Listing Committee of The Stock Exchange of Hong Kong Limited - the only Stock Exchange on which the Company’s shares are currently listed. Subject to the Resolution (6) being passed at the Annual General Meeting, it is expected that the newly issued shares will be admitted to listing on 23 April 2001, that definitive share certificates will be posted on 24 April 2001 and that dealing in the newly issued shares will commence on 25 April 2001. CLP Holdings shares have been admitted to Central Clearing and Settlement System (CCASS) and dealing in such shares may be settled through CCASS.

7. In relation to the general mandate referred to in Resolution (7) above, an ordinary resolution was passed at the Annual General Meeting held on 17 April 2000 giving a general mandate to the Directors to issue up to ten per cent of the shares of the Company in issue. No shares have been issued pursuant to this mandate which will lapse at the conclusion of the forthcoming Annual General Meeting unless the mandate is renewed at that meeting. The Directors believe that it is in the best interests of the Company and its shareholders to have a general authority from Shareholders to enable the Directors to issue shares. At present, the Directors have no immediate proposal to issue any shares.

8. In relation to the general mandate referred to in Resolution (8) above, an ordinary resolution was passed at the Annual General Meeting on 17 April 2000 giving a general mandate to the Directors to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited (“Stock Exchange”) up to ten per cent of the issued share capital of the Company. During the financial year, no share was repurchased pursuant to this general mandate which will lapse at the conclusion of the forthcoming Annual General Meeting unless the mandate is renewed at that meeting. The Directors believe that it is in the best interests of the Company and its Shareholders to have a general authority from Shareholders to enable the Directors to repurchase shares for the enhancement of long-term shareholder value. The Explanatory Statement required by the Rules Governing the Listing of Securities on the Stock Exchange in relation to Resolutions (8) and (9) above will accompany the Notice convening the Annual General Meeting.

Please also refer to the published version of this announcement in the South China Morning Post.