The shareholder’s meeting is the body of authority of the Bank. The shareholders’ meeting is responsible for making decisions on important issues of the Bank, including considering and approving the Bank’s profit distribution plan, annual financial budget and financial statements, changes in the Bank’s registered capital, adopting resolutions on matters such as the issuance of bonds and other securities， merger and division, amending the Articles of Association of the Bank, electing directors, electing shareholder’s representative supervisors and external supervisors and deciding the remunerations of directors and supervisors.
The procedures for shareholders to nominate candidates for election as directors of Bank of China Limited (hereinafter the “Bank”) are set forth below:
1. Any shareholder who holds by himself or jointly with others 5% or more of the total number of voting shares of the Bank may, by submitting a written proposal to the shareholders’ meeting, recommend candidates for directors, provided the number of candidates nominated shall be in accordance with the provisions of the Articles of Association of the Bank (which provides that the board of directors shall be composed of five to seventeen directors) and not exceed the number to be elected. Such proposal submitted by a shareholder to the Bank shall be served to the Bank at least fourteen days prior to the convening of the shareholders’ meeting.
2. Any shareholder who severally or jointly holds no less than 1% of the voting shares in the Bank may nominate candidates for independent director.
3. The consent of the nominees shall be obtained before nominating such persons as directors. Written notices on the intention to nominate candidates for directors and supervisors and the notice of the candidates’ acceptance of such nomination and relevant written documents on the information of the candidates shall be delivered to the Bank at least seven days prior to the convening of the shareholders’ meeting.
4. The time period for the delivery of the aforesaid notices and documents (calculating commencing on the date after the delivery of the notice of the shareholders’ meeting) shall be no less than seven days.
5. The nominator of independent director shall be fully aware of such details of the nominee as his/her occupation, educational background, professional title, career details, and all concurrent positions, etc., and shall declare his/her opinion on the nominee’s qualification and independence for holding the position as an independent director. The nominee of independent director shall make a public statement that no relationship between himself and the Bank will affect his/her independent decision making and objective judgment. The Bank’s board of directors shall make the afore-mentioned information public in accordance with applicable regulations and stipulations before the convening of the shareholders’ meeting at which the independent director is to be elected.
6. The director candidate nominated by the shareholder shall commerce to serve as director of the Bank following the consideration and approval at a shareholders’ meeting and the qualification review by relevant regulators.
