The shareholders’ meeting is the body of authority of Bank of China Limited (the “Bank”). The shareholders’ meeting is responsible for making decisions on important issues of the Bank, including examining and approving the Bank’s profit distribution plan, annual financial budget and financial statements; adopting resolutions on matters such as increase or reduction of the Bank’s registered capital, issuance of bonds and other securities, merger, division, and change of nature of organization; amending the Articles of Association of the Bank; electing and replacing directors, and deciding on matters concerning the remuneration of directors.
According to the Articles of Association of the Bank, the procedures for shareholders to nominate candidates for election as directors of the Bank are set forth below:
1.Any shareholder who holds by himself or jointly with others 3% 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 relevant directors, provided the number of candidates nominated shall be in accordance with the provisions of the Articles 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. The post qualifications and conditions of the candidates for directors shall be preliminarily reviewed by the Nomination and Remuneration Committee of the Board of Directors. The Board of Directors shall review the proposals for the Shareholders’ Meeting as required.
2.List of candidates for relevant directors may be recommended respectively by the Board of Directors within the number of candidates stipulated in the Articles and according to the number to be elected. Based on the nomination of the Board of Directors, the Nomination and Remuneration Committee shall preliminarily review the qualifications and conditions of candidates for directors, and refer those qualified candidates to the Board of Directors for further examination. After the Board of Directors’ approval by resolutions, the candidates shall be referred to the Shareholders’ Meeting in written proposals.
3.The recommendation of independent directors shall be in compliance with Article 129 of the Articles.
4.Prior to the convening of a Shareholders’ Meeting, the candidates for relevant directors shall undertake in writing to accept the nomination, guarantee the accuracy and completeness of the disclosed materials, and to fulfill the obligations of the directors after being elected. Such undertakings in writing and other written materials in connection with such candidates shall be delivered to the Bank at least seven days prior to the Shareholders’ Meeting. The Board of Directors shall disclose to the shareholders detailed information on candidates for directors in accordance with relevant laws, regulations and the Articles prior to the convening of the Shareholders’ Meeting to ensure that the shareholders have sufficient knowledge of the candidates before they vote.
5.The time period for the delivery of the written undertakings and materials as described in Item 4 above (commencing on the date after the delivery of the notice of the Shareholders’ Meeting) shall be no less than seven days.
6.The Shareholders’ Meeting shall vote on each candidate for director separately.
7.When relevant directors need to be added or filled on an ad hoc basis, the Board of Directors and shareholders qualified for nomination may raise the proposal and suggest the Shareholders’ Meeting to elect.
