Geely Automobile : NOTICE OF THE EGM

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吉利汽車控股有限公司

GEELY AUTOMOBILE HOLDINGS LIMITED

(Incorporated in Cayman Islands with limited liability)

(Stock code: 175)

NOTICE OF THE EGM

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the "EGM") of the shareholders (the "Shareholders") of Geely Automobile Holdings Limited (the "Company") will be held at Room 2301, 23rd Floor, Great Eagle Centre, 23 Harbour Road, Wanchai, Hong Kong on Thursday, 18 February 2016 at 10:00 a.m. or at any adjournment thereof for the purpose of considering and, if thought fit, passing (with or without amendments) the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

"THAT

1. the conditional cooperation agreements dated 11 December 2015 entered into between Genius AFC (as defined in the circular of the Company dated 28 January 2016 (the "Circular")) and VCDC (as defined in the Circular), and between Genius AFC and ZJSH (as defined in the Circular) (collectively the "Volvo Finance Cooperation Agreements"), copies of which are tabled at the meeting and marked "A" and initialed by the chairman of the meeting for identification purpose, pursuant to which, Genius AFC agreed to supply vehicle financing services to the Volvo Wholesale Dealers (as defined in the Circular) and Volvo Retail Consumers (as defined in the Circular) for their purchase of Volvo-branded vehicles, be and are hereby approved, ratified and confirmed;

   
   

2. the Volvo Annual Caps (Wholesale) (as defined in the Circular) and the Volvo Annual Caps (Retail) (as defined in the Circular) in respect of the Genius AFC's provision of maximum new financing amounts to Volvo Wholesale Dealers (as defined in the Circular) and Volvo Retail Consumers (as defined in the Circular) respectively as set out in the Circular for each of the three financial years ending 31 December 2016, 2017 and 2018 be and are hereby approved;

3. subject to paragraphs (a) and (b) above, the Wholesale Facility Agreements (as defined in the Circular), pursuant to which Genius AFC agreed to carry out the Volvo Wholesale Financing Business (as defined in the Circular), and the Retail Loan Cooperation Agreement and the Retail Loan Agreements (in each case as defined in the Circular), pursuant to which Genius AFC agreed to carry out the Volvo Retail Financing Business (as defined in the Circular), collectively the "Volvo Financing Arrangements" (as defined in the Circular), be and are hereby approved, ratified and confirmed; and

   
   

4. any one director of the Company, or any two directors of the Company if the affixation of the common seal is necessary, be and is/are hereby authorised for and on behalf of the Company to delegate an appropriate officer overseeing the management and operation of Genius AFC to execute all such other documents, instruments and agreements and to do all such acts or things deemed by him/her to be necessary, appropriate, desirable or expedient to implement and/or give effects to the Volvo Finance Cooperation Agreements and Volvo Financing Arrangements."

By order of the Board of

Geely Automobile Holdings Limited David C.Y. Cheung Company Secretary

Hong Kong, 28 January 2016

Head office and principal place of business in Hong Kong:

Room 2301, 23rd Floor Great Eagle Centre

23 Harbour Road, Wanchai Hong Kong

Notes:

1. Any member of the Company entitled to attend and vote at the meeting by the above notice is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him/her. A proxy need not be a member of the Company.

   
   

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of any officer, attorney or other person authorised to sign the same.

   
   

3. In order to be valid, the instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, must be delivered to the office of the share registrars of the Company, Union Registrars Limited, at A18/F., Asia Orient Tower Town Place, 33 Lockhart Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting thereof (as the case may be).

4. Completion and return of the form of proxy shall not preclude a member of the Company from attending and/or voting in person at the meeting or at any adjourned meeting thereof (as the case may be) and in such event, the instrument appointing a proxy shall be deemed to be revoked.

   
   

5. Where there are joint registered holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the meeting, whether in person or by proxy, the joint registered holder present whose name stands first on the register of members in respect of the shares shall be accepted to the exclusion of the votes of the other registered holders.

As at the date of this announcement, the executive directors of the Company are Mr. Li Shu Fu (Chairman), Mr. Yang Jian (Vice Chairman), Mr. Gui Sheng Yue (Chief Executive Officer), Mr. An Cong Hui, Mr. Ang Siu Lun, Lawrence, Mr. Liu Jin Liang and Ms. Wei Mei, the non-executive director of the Company is Mr. Carl Peter Edmund Moriz Forster, and the independent non-executive directors of the Company are Mr. Lee Cheuk Yin, Dannis, Mr. Yeung Sau Hung, Alex, Mr. Fu Yu Wu, Mr. An Qing Heng and Mr. Wang Yang.