Dongfeng Motor Group Company Limited — Proxy Solicitation & Information Statement 2021

Aug 26, 2021

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DONGFENG MOTOR GROUP COMPANY LIMITED 東風汽車集團股份有限公司

(a joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 489)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 15 SEPTEMBER 2021[(NOTE 1)]

I/We[ (Note 2)]

of

being the registered holder(s) of[(Note 3) ]

Domestic shares/H shares[ (Note 4)] of RMB1.00 each in the share capital of Dongfeng Motor Group Company Limited (the “ Company ”) HEREBY APPOINT THE CHAIRMAN OF THE MEETING[(Note 5)] , or

of

as my/our proxy(ies) to attend and act for me/us at the extraordinary general meeting of the Company (the “ Extraordinary General Meeting ”) to be held at 9 a.m. on Wednesday, 15 September 2021 at Special No. 1 Dongfeng Road, Wuhan Economic and Technology Development Zone, Wuhan, Hubei, the People’s Republic of China (“ PRC ”) (and at any adjournment thereof) for the purposes of considering and, if thought fit, passing the resolution as set out in the notice convening the Extraordinary General Meeting and at the Extraordinary General Meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolution as indicated below and, if no such indication is given, as my/our proxy(ies) think(s) fit.

Special Resolution	Special Resolution	For	Against
1.	To consider and approve the resolution of 2021 special dividend

Signature(s)[(Note 7)] : Date: 2021

Notes:

1. IMPORTANT: YOU SHOULD FIRST REVIEW THE NOTICE OF EXTRAORDINARY GENERAL MEETING OF THE COMPANY DATED 26 AUGUST 2021 BEFORE APPOINTING YOUR PROXY.

1. Please insert the full name(s) (in Chinese or English) and address(es) (as shown in the register of members) in BLOCK CAPITALS .

2. Please insert the number of shares registered in your name(s) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all shares registered in your name(s).

3. Please strike out the type of shares (domestic shares or H shares) to which this form of proxy does not relate.

4. If any proxy other than the Chairman of the Meeting is preferred, please strike out the words “ THE CHAIRMAN OF THE MEETING ” and insert the name and address of the proxy desired in the space provided. A shareholder entitled to attend and vote at the Extraordinary General Meeting may appoint one or more proxies to attend and vote on his/her/its behalf. A proxy need not be a shareholder of the Company but must attend the Extraordinary General Meeting in person to represent you. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT .

5. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK IN THE BOX MARKED “AGAINST ”. If no direction is given, your proxy may vote at his/her/its discretion. Your proxy will also be entitled to vote at his/her/its discretion on any resolution properly put to the Extraordinary General Meeting other than those referred to in the notice convening the Extraordinary General Meeting.

6. This form of proxy must be signed by you or your attorney duly authorized in writing. In case of a corporation, the same must be either under its common seal or under the hand of its director(s) or duly authorized attorney(s). If this form of proxy is signed by an attorney of a shareholder, the power of attorney authorizing that attorney to sign or other authorization document must be notarized.

7. In accordance with the Company’s Articles of Association, where two or more persons are registered as the joint holders of any share, only the shareholder whose name appears first in the register of members shall be entitled to receive notice of the Extraordinary General Meeting, to attend and exercise all the voting powers attached to such share at the Extraordinary General Meeting.

8. In order to be valid, this form of proxy together with the power of attorney or other authorization document (if any) must be deposited at the Secretariat of the Board at the Company’s principal place of business in the PRC if you are a holder of domestic shares and at the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, if you are a holder of H shares not less than 24 hours before the time appointed for the Extraordinary General Meeting (i.e. not later than 9 a.m. on Tuesday, 14 September 2021) or any adjournment thereof (as the case may be).

9. The address and contact details of the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, are as follows:

Address: Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong Telephone No.: (+852) 2862 8628 Facsimile No.: (+852) 2865 0990

1. The address and contact details of the Company’s principal place of business in the PRC are as follows:

Address: Special No. 1 Dongfeng Road, Wuhan Economic and Technology Development Zone, Wuhan, Hubei, PRC, zip code: 430056 Telephone No.: (+8627) 8428 5274

Facsimile No.: (+8627) 8428 5057

1. A shareholder or his/her/its proxy shall produce proof of identity when attending the Extraordinary General Meeting. If a corporate shareholder appoints its legal representative to attend the Extraordinary General Meeting, such legal representative shall produce proof of identity and a notarially certified copy or other certified copy approved by the Company of the resolution of the board of directors or other governing body of such shareholder appointing such legal representative to attend the Extraordinary General Meeting.

2. References to time and dates in this form of proxy are to Hong Kong times and dates.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the Extraordinary General Meeting of the Company (the “ Purposes ”). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. You/your proxy (or proxies) has/have the right to request access to and correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company/Computershare Hong Kong Investor Services Limited at the above address.

• For identification only