CLP Holdings Limited — Proxy Solicitation & Information Statement 2002

Apr 2, 2002

CLP Holdings Limited

中電控股有限公司

(incorporated in Hong Kong with limited liability)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the shareholders of CLP Holdings Limited (the "Company") will be held at The Peninsula, Salisbury Road, Kowloon, Hong Kong, on Thursday, 25 April 2002 at 11:00 a.m. (or so soon thereafter as the fourth Annual General Meeting of CLP Holdings Limited convened for the same place and day shall have been concluded or adjourned) for the purpose of considering and, if thought fit, passing the following resolution as a special resolution:

SPECIAL RESOLUTION

"THAT, conditional upon (i) the High Court of Hong Kong making an order confirming the reduction of the share premium account of the Company pursuant to Section 60 of the Companies Ordinance and (ii) the registration by the Registrar of Companies in Hong Kong of an office copy of such confirming order pursuant to Section 61 of the Companies Ordinance and of any other documents required by the High Court of Hong Kong, and subject to any conditions imposed by the High Court of Hong Kong:

1. the share premium account of the Company be reduced by the amount of HK$10,116,789,910 and that the directors of the Company be and are hereby authorised to credit such amount to the distributable reserve of the Company; and
2. the directors of the Company be and are hereby authorised generally to do all acts and things which they may consider appropriate, necessary or desirable to give effect to or implement the foregoing."

By Order of the Board

Peter W. Greenwood

Director & Company Secretary

Hong Kong, 28 March 2002

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