Minutes of the 2021 Annual General Meeting of Ping An

MINUTES OF THE 2021 ANNUAL GENERAL MEETING OF PING AN

INSURANCE (GROUP) COMPANY OF CHINA, LTD.

The 2021 Annual General Meeting of Ping An Insurance (Group) Company of China, Ltd..

(hereinafter the "Company") was held at 2:00 PM on Friday, April 29, 2022 with a combination of virtual and in-person voting. The meeting took place at the Ping An Hall, Ping An (Shenzhen)

Financial Education and Training Center, No. 402, Sili Road, Guanlan, Shenzhen, Guangdong Province, the People's Republic of China ("PRC"). Attendees of the Annual General Meeting included shareholders and their proxies, as well as all Directors and Supervisors and the Board Secretary of the Company. Non-voting participants of the meeting included the Company's senior management, proposed candidates for Director and Supervisor, scrutineers from Computershare Hong Kong Investor Services Limited, and lawyer witnesses from Beijing AnJie (Shenzhen) Law Firm. The Annual General Meeting was convened by the Company's Board of Directors and chaired by the Company's Chairman, Mr. Ma Mingzhe.

• I. OPENING REMARKS

  

  The Chairman of the meeting, Ma Mingzhe, welcomed all shareholders and shareholder representatives to the Company's 2021 Annual General Meeting, and thanked them for their care and support for the Company on behalf of the Board of Directors and the Company's management.

• II. AGENDA OVERVIEW AND READING OF PROPOSED RESOLUTIONS

  Board Secretary Sheng Ruisheng presented the meeting agenda and all the proposed resolutions to the shareholders in attendance, including:

  Part 1: As Ordinary resolutions

  • 1. To consider and approve the Report of the Board of Directors of the Company for the Year 2021

  • 2. To consider and approve the Report of the Supervisory Committee of the Company for the Year 2021

  • 3. To consider and approve the Annual Report of the Company for the Year 2021 and its Summary

  • 4. To consider and approve the Report of Final Accounts of the Company for the Year 2021, including the audit report and audited financial statements of the Company for the year 2021

  • 5. To consider and approve the Profit Distribution Plan of the Company for the Year 2021 and the proposed declaration and distribution of final dividends

• 6. To consider and approve the Resolution regarding the Appointment of Auditors of the Company for the Year 2022, re-appointing Ernst & Young Hua Ming LLP as the PRC auditor of the Company for the year 2022 and Ernst & Young as the international auditor of the Company for the year 2022 to hold office until the conclusion of the next annual general meeting of the Company and to fix their remuneration

• 7. To consider and approve the Resolution regarding the Election of Non-executive Directors of the 12th Session of the Board

• 8. To consider and approve the Resolution regarding the Election of Non-employee Representative Supervisors of the 10th Session of the Supervisory Committee

• 9. To consider and approve the Development Plan of the Company for the Years 2022 to 2024

• 10. To consider and approve the Management Policy for Remuneration of Directors and Supervisors of the Company

Part 2: As Special resolutions

• 11. To consider and approve the Resolution regarding the Issuance of Debt Financing Instruments

• 12. To consider and approve the Resolution regarding the Amendments to the Articles of Association of the Company

Part 3: As Reports

• 13. To consider and review the Performance Evaluation Results of the Directors for the Year 2021

• 14. To consider and review the Performance Evaluation Results of the Supervisors for the Year 2021

• 15. To consider and review the Performance Report of the Independent Non-executive Directors for the Year 2021

• 16. To consider and review the Special Report on the Related Party Transactions of the Company for the Year 2021

The management of the Company also reported the solvency situation for the year and the assessment results of the majority shareholder in accordance with the relevant requirements of the CBIRC.

III. OVERVIEW OF THE VOTING PROCEDURE

Board Secretary Sheng Ruisheng explained the voting procedures of the meeting to the shareholders.

IV. ATTENDANCE

Board Secretary Sheng Ruisheng read out the Statistical Report on Shareholders' Attendance. There were 52 A-share shareholders and 4 H-share shareholders in attendance at the meeting, representing 6,659,924,848 shares, accounting for 36.73% of the Company's total number of shares entitled to vote. The convening procedures, notices and shareholders' attendance of the General Meeting were in compliance with the relevant provisions of the Company Law and the Articles of Association, and are legal and valid.

V. VOTING

The Chairman of the meeting, Ma Mingzhe announced the start of the voting process, and invited all shareholders to cast their votes. Two shareholder representatives, Computershare Hong Kong Investor Services Limited acted as scrutineer and vote counter, and attorneys from Beijing AnJie (Shenzhen) Law Firm acted as lawyer witnesses and monitored the voting results.

• VI. Q&A SESSION WITH SHAREHOLDERS

  While the votes were being counted, the meeting moved on to the Q&A session with shareholders. The management of the Company responded to all the questions raised by the shareholders. At the conclusion of the Q&A session, the Chairman of the meeting, Ma Mingzhe thanked all shareholders for their participation and support on behalf of the Company's Board of Directors and management.

• VII. ANNOUNCEMENT OF VOTING RESULTS AND RESOLUTION STATUS

  The Securities Affairs Representative announced the voting results of the 2021 Annual General Meeting together with Computershare Hong Kong Investor Services Limited in accordance with the authorization of the Chairman. All resolutions were approved after review.

  The meeting minutes are hereby presented as recorded.

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Ping An Insurance (Group) Co. of China Ltd. published this content on 10 May 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 May 2022 13:18:20 UTC.