Shareholders’ Guide

CLP Profile CLP Holdings Limited, a company listed on the Hong Kong Stock

Exchange, is the holding company for the CLP Group, which is one of the

largest investor-owned power businesses in Asia.

In Hong Kong, we operate a vertically integrated electricity generation,

transmission and distribution business. We serve over 2.4 million

customer accounts, representing over 80% of the total population of

Hong Kong.

The CLP Group also invests in electricity businesses outside Hong Kong.

We are the largest external investor in the Chinese mainland electricity

industry. We are also a leading international private sector power

company in the Asia-Pacific region, with interests in electricity and energy

businesses in Australia, India, Southeast Asia and Taiwan.

Published in April 2008

Latest update in June 2015

Stock Code: 00002

Printed copy of this Shareholders’ Guide is available upon request to the

Company Secretary.

Since 2003 we have organised over 770 tours of shareholders visits to our facilities, welcoming a total of about 31,000 shareholders and their guests. During these visits our shareholders have raised many questions with us regarding their rights as CLP shareholders and the ways in which they can best exercise and enjoy those rights. We thought it would be helpful to collect and answer the most frequently asked questions in a booklet available to all shareholders – this “Shareholders’ Guide”. This Guide is also available on our website www.clpgroup.com – and any updates to the information in the Guide will also be published on the website.

If you would like to obtain further information on those matters covered by the questions or have any suggestions on any other matters to be covered in this booklet, please contact us. Address: 8 Laguna Verde Avenue, Hung Hom,

Kowloon, Hong Kong Telephone: (852)2678 8228 (Shareholders’ hotline) Facsimile: (852)2678 8390 (Company Secretary) E-mail: cosec@clp.com.hk (Company Secretary) If your questions are in relation to share registration, payment of dividends or issue of share certificates, you may also contact the Company’s Registrars, Computershare Hong Kong Investor Services Limited. Address: 17M Floor, Hopewell Centre,

183 Queen’s Road East, Hong Kong Telephone: (852)2862 8555 Facsimile: (852)2865 0990 E-mail: hkinfo@computershare.com.hk (General)

clp.ecom@computershare.com.hk (Electronic Communication)

Website: www.computershare.com.hk

Introduction

1. What is CLP’s Dividend Policy?

CLP’s longstanding policy is to provide consistent increases in

ordinary dividends, linked to the underlying earnings performance of

the business. CLP Holdings aims to distribute a certain percentage of

ordinary income to shareholders, whilst retaining the balance for future

business expansion. Our ordinary dividends will be supplemented by

special dividends from special income.

From 2005 to 2013, CLP’s ordinary dividend payments were between

60% and 66% of operating earnings, except for 2009 and 2013 when

our payout ratio rose to 70% of operating earnings, due to a significant

decline in earnings caused by the reduction in the permitted rate of

return under the Scheme of Control in 2009 and the difficult market

conditions in Australia in 2013. Earnings from the property

development at Hok Un and the other property disposals were

generally paid out as special dividends. The Board considers that it

would be prudent and appropriate to target a payout ratio in the 60th

percentile, while at the same time recognising that maintaining a

steady dividend payment record may cause some deviation from the

target.

2. What are the dividend payout dates?

Unlike most Hong Kong companies, we normally pay dividends four

times a year. The dividend payout dates are usually in March, June,

September and December. The dividend payable dates for the year

are announced in the annual report published in March. Any changes

to the dates will be published on the CLP website.

Dividend

3. What should I do if I don’t receive my dividend warrant?

You should notify the Company’s Registrars by writing to them or

completing a form which can be downloaded from the Registrars’

website.

As a standard practice, a replacement dividend warrant or

replacement dividend cheque will be sent to you around 3 - 4 weeks

from the date the Company’s Registrars receive your notification of

non-receipt of dividend warrants. 4. How can I reactivate an out-of-date dividend warrant?

You can submit the out-of-date dividend warrant (this only applies to

those dividend warrants which are less than 6 years old) to the

Company’s Registrars either in person or by mail for revalidation. As a

standard practice, a replacement cheque will be sent to you by the

Company’s Registrars upon completion of revalidation.

5. How can I change the way I receive dividends?

You should complete, sign and return the authorisation form printed at

the back of the dividend warrant or complete a form which can be

downloaded from the Registrars’ website, then return the form by mail

or in person to the Registrars (not by fax or email). You can also make

your request in writing to the Company’s Registrars or the Company

Secretary. 6. Why doesn’t CLP offer a scrip dividend option?

We have reviewed the possibility of providing a scrip dividend option to

our shareholders. Our review confirmed that a scrip dividend option is

uncommon in Hong Kong and that the take-up rate by shareholders of

the scrip option, as opposed to receiving dividends in cash, is low. It is

not presently envisaged to offer a scrip dividend option to CLP’s

shareholders.

7. How can I sell my CLP shares?

Of course, we hope that CLP shares will be a good investment that

you will be happy to hold. But if you do decide to sell you should

i. contact your stockbroker or the securities department of your

banker;

ii. sign where it says Signature(s) of transferor(s) on the Form of

Transfer on the back of the relevant share certificate or use a

separate Form of Transfer (which is available from the

Company’s Registrars);

iii. give the share certificate, and the signed Form of Transfer (if

separate), to the stockbroker or the securities department of the

bank, who will arrange for the shares to be sold; and

iv. the stockbroker/bank’s securities department will then arrange

for settlement two days after the shares are sold and the net sale

proceeds (after deducting the relevant fees and expenses) will

be payable to you in the form of a cheque or credited to your

bank account.

Share Registration and Share Certificates

8. What happens if I lose my share certificates?

Share certificates are valuable documents – keep them safely.

You should report the loss of any share certificates to the Company’s

Registrars and request the issue of new share certificates.

Replacement share certificates will be issued and sent to you within 3

weeks after verification of your shareholding and the necessary

procedures (such as publishing notice of lost certificates on CLP

website and Gazette, as appropriate) have been completed.

Replacement share certificates are issued at a charge to you in line

with the requirements of the Companies Ordinance, Listing Rules and

the Articles of Association of CLP.

9. What should I do if I change my address?

You should write promptly to the Company’s Registrars giving the

following information or you may complete a form which can be

downloaded from the Registrars’ website:

name of listed company – CLP Holdings

• full name* • telephone no. • old address* • new address* • certificate no(s) • signature

* These must be in English because the Company’s Registrars’

computer records are kept in English.

10. When is the AGM?

For the past decade CLP’s AGM has taken place in April or May. The date

of the AGM is usually announced in the Full-Year Results Announcement

and set out in the Notice of AGM which is made available on the websites

of The Stock Exchange of Hong Kong Limited and CLP in March every

year.

This is one of the major events in our corporate calendar and an important

opportunity for shareholders to meet Directors and Management.

11. What happens if I can’t attend the AGM?

We encourage all shareholders to exercise their right to vote. It’s your

Company and you should make your vote count.

As a registered member of the Company, you are entitled to attend the

AGM and cast your vote in person. If you are a registered shareholder and

do not plan to attend the AGM, you may appoint a proxy or separate

proxies to represent respectively the number of the shares held by you to

attend and instruct your proxy(ies) to cast your vote at the AGM. The

proxy(ies) need not be a shareholder of the Company.

Proxy forms for use at the AGM are sent to shareholders together with the

Notice of AGM. The proxy form is published on the website of The Stock

Exchange of Hong Kong Limited and can also be downloaded from the

CLP website. In order to be valid, proxy forms must be completed, signed

and deposited at the Company’s Registrars not less than 48 hours

(excluding any part of a day that is a public holiday) before the time for

holding the AGM.

As a non-registered member of the Company (i.e. your shares are held

through a nominee), you may instruct your broker to appoint you as a

corporate representative to attend and vote at the AGM. Please remember

to check with your broker the deadline for giving your instruction.

Annual General Meeting (AGM)

12. How can I make proposals at an AGM or a General Meeting?

To put forward proposals at an AGM, or a General Meeting, you

should submit a written request of those proposals to the Company

Secretary at CLP’s registered office at 8 Laguna Verde Avenue, Hung

Hom, Kowloon, Hong Kong; or by electronic mail to

cosec@clp.com.hk. Detailed procedures vary according to the nature of the meeting and

the type of resolution. The relevant procedure to propose a person

other than a Director of the Company for election as a Director is set

out in the Notice of AGM and the Procedures for Shareholders to

Convene General Meetings/Put Forward Proposals. Such Procedures

for Shareholders to Convene General Meetings/Put Forward

Proposals are available on our website or on request to the Company

Secretary. 13. How do I vote at an AGM or a General Meeting?

The Listing Rules have been amended in 2009 to require any vote of

shareholders at a general meeting be taken by poll. Since 2004, the

Chairman has demanded a poll on each of the resolutions submitted

for determination at General Meetings – rather than taking decisions

on a show of hands. In the case of a poll vote, a voting paper/device will be given to you or

your proxy(ies) upon registration at the meeting. You can use the

voting paper/device to cast your votes on a poll at the meeting. The

Company Secretary will announce the poll procedure during the

meeting so that shareholders can follow and cast their votes as they

wish.

14. When will I receive the Annual Report and Notice of AGM?

We announce our annual financial results in February each year. The

Annual Report and Notice of AGM (or for those shareholders who

have chosen to receive corporate communications by electronic

means, a notification) will be sent to you around the end of March.

This is in line with our aim of announcing our results within two

months after the end of our financial year (31 December). The Annual

Report is available a little earlier on our website – about 14 days after

the results announcement.

15. How can I receive any corporate communications in electronic

form?

Each year, a notification form will be sent to you with our Annual

Report or Interim Report. You may choose to receive electronic copy

of corporate communications by completing, signing and returning the

notification form to the Company’s Registrars by using the prepaid

mailing label provided or writing to the Company Secretary or by

electronic mail to cosec@clp.com.hk.

16. What should I do if I’m not receiving CLP corporate

communications?

You should write to the Company Secretary or the Company’s

Registrars. The relevant corporate communications will be sent to you

as soon as possible from the date of receipt of your advice of non-

receipt of corporate communications.

Corporate Communications

17. How can I change the way I receive corporate communications?

You may at any time change your choice of the language (English and

Chinese) or means of receipt of the Company’s corporate

communications (hard copy or electronic version) free of charge by

writing to the Company Secretary or the Company’s Registrars. 18. How can I obtain CLP’s corporate documents?

A list of CLP’s corporate documents (such as our Value Framework,

Code on Corporate Governance etc.) is set out on the Feedback Form

which is sent to you together with our Annual Report. You may ask for

any of these corporate documents by completing “Section B – Request

for Additional Information” of the Feedback Form and returning it to the

Company Secretary. You may also choose to submit your request

through the on-line version of the Feedback Form, which is available

on the CLP website or by electronic mail to cosec@clp.com.hk. All our corporate documents are available on our website for 5 years.

19. How can I use CLP website?

The default language of CLP website is English. After entering

‘www.clpgroup.com’ you can choose Chinese, if you wish, by

clicking “中文”.

To search for the required information, you can specify a

keyword in the search box at the top right-hand corner of the

main web page and then click “ ”. A list of web links which

contain the keyword will appear on the screen. Just click the

appropriate link to access the information you need.

20. How can I join the Shareholders’ Visit Programme?

All registered shareholders of CLP are welcome to participate

in the Shareholders’ Visit Programme at no charge, subject to

registration. Each shareholder may bring along one guest

(aged 18 or above) at a fee of HK$200 (subject to revision). All

the guests’ fees are donated to charity.

In order to register for the Shareholders’ Visit Programme, you

may complete the reply slip, which is usually sent to you

together with our Interim Report in August, and return it to the

Company’s Registrars.

CLP Website

Shareholders’ Visit Programme