NOTICE IS HEREBY GIVEN that the Annual General Meeting of Bank of China Limited (the
“Bank”) will be held at Central Garden Hotel, No. 18 Gaoliangqiaoxiejie, Xizhimenwai Ave., Haidian District, Beijing, the People’s Republic of China and at Island Ballroom, Island Shangri-La, Hong Kong, Level 5, Pacific Place, Supreme Court Road, Central, Hong Kong on Thursday, 19June 2008 at 3:00 p.m. (registration will begin at 2:00 p.m.) for the purpose of considering the following resolutions:
ORDINARY RESOLUTIONS
1. To consider and approve the 2007 Annual Report of the Bank.
2. To consider and approve the 2007 Working Report of the Board of Directors of the Bank.
3. To consider and approve the 2007 Working Report of the Board of Supervisors of the Bank.
4. To consider and approve the 2007 Annual Financial Statements of the Bank.
5. To consider and approve the 2008 Annual Budget of the Bank.
6. To consider and approve the 2007 Profit Distribution Plan of the Bank.
7. To consider and approve the re-appointment of PricewaterhouseCoopers Zhong Tian Certified Public Accountants Limited Company and PricewaterhouseCoopers as the external auditors of the Bank and their audit fees for 2008.
8. To consider and approve the re-election of Sir Frederick Anderson GOODWIN as a Nonexecutive Director of the Bank.
9. To consider and approve the 2007 Performance Appraisal and Bonus Plans for the Chairman of the Board of Directors, the Executive Directors, the Chairman of the Board of Supervisors and the Supervisors of the Bank.
10. To consider and approve the Remuneration Adjustment Scheme for the Non-executive Directors of the Bank.
11. To consider and approve the Continuing Connected Transactions between the Bank and BOCHK Group and the Annual Caps.
12. To consider the Duty Report of Independent Directors of the Bank.
SPECIAL RESOLUTION
13. To consider and approve the resolution in relation to the issue of Renminbi-denominated bonds in Hong Kong for an amount not exceeding RMB7 billion and the authorization of the Board of Directors to finalize and deal with all related matters.
“It is proposed to approve the Bank to issue bonds denominated in Renminbi on the following principal terms and authorise the Board of Directors to finalize the terms of such issues including the timing of the issue, the issue size, the term and the interest rate, as well as the execution of all related documentations.
(a) Issue size
Taking into account the total amount of Renminbi-denominated deposit in Hong Kong
and the development of Hong Kong bond market, the issue size will not exceed RMB7
billion.
(b) Term
In accordance with investment preference of Hong Kong investors and the utilization of
the Bank’s funds, the term will not exceed three years.
(c) Interest rate
The nominal rate of the Renminbi-denominated bonds will be determined by reference
to the level of Renminbi deposit rate on the Chinese mainland and Hong Kong and the
level of bond yield in the relevant bond market, and will be finalized by reference to the term of the bonds and prevailing market conditions.”
By Order of the Board
YEUNG Cheung Ying
Company Secretary
30 April 2008
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