Agricultural Bank of China : ANNOUNCEMENT ON THE RESOLUTIONS OF THE BOARD OF DIRECTORS2021-06-17

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AGRICULTURAL BANK OF CHINA LIMITED

中 國 農 業 銀 行 股 份 有 限 公 司

(a joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 1288)

ANNOUNCEMENT ON THE RESOLUTIONS OF

THE BOARD OF DIRECTORS

The board of directors (the "Board") of Agricultural Bank of China Limited (the "Bank") issued a written notice of a meeting on 8 June 2021 (the "Meeting") and held the Meeting onsite in Beijing on 17 June 2021. 15 directors were entitled to attend, of whom 14 directors attended the Meeting in person and 1 director attended the Meeting by proxy. Mr. LIU Shouying, due to other work arrangements, designated Ms. XIAO Xing in writing as his proxy to attend the Meeting and vote on his behalf. The Meeting was conducted in compliance with the applicable laws and regulations, the articles of association of the Bank and the rules of procedure of the Board.

Mr. GU Shu, the chairman of the Board, presided over the Meeting. The following proposals were considered and approved at the Meeting:

1. Nomination of Mr. WU Liansheng as an Independent Non-executive Director Candidate of the Bank

Voting result: 15 valid votes, including 15 votes in favour, 0 vote against and 0 vote abstained.

Opinions of the independent non-executive directors of the Bank with regard to this proposal: agreed.

It was resolved at the Meeting to nominate Mr. WU Liansheng as an independent non-executive director candidate of the Bank. The appointment of Mr. WU Liansheng as an independent non- executive director of the Bank is subject to the consideration and approval by the shareholders' general meeting and the ratification of his qualification by the China Banking and Insurance Regulatory Commission (the "CBIRC") after the Shanghai Stock Exchange reviews his qualification and confirms that it has no objection. His term of office as a director shall be three years, commencing upon the ratification of his qualification by the CBIRC.

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Mr. WU Liansheng, born in December 1970, currently serves as the associate dean and professor for the Guanghua School of Management of Peking University. Mr. WU holds a bachelor's degree and a master's degree in economics from Wuhan University, a doctor's degree in management from Zhongnan University of Finance and Economics (now known as Zhongnan University of Economics and Law), and is a post doctorate fellow in business administration from Xiamen University. He served as a distinguished professor of the Chang Jiang Scholars Programme of the Ministry of Education, and awarded as the winner of the National Outstanding Young Scholars. He was elected into the "Programme for New Century Excellent Talents in University" of the Ministry of Education and the "Accountant Specialist Training Project" of the Ministry of Finance. He previously served as an independent director of Huaneng Power International, Inc., RiseSun Real Estate Development Co., Ltd., Western Mining Co., Ltd., Wanda Cinema Line Co. Ltd., China National Building Material Company Limited, Xinhuanet Co., Ltd. and BOC International (China) Co., Ltd. Mr. WU currently serves as an independent director of Rightway Holdings Co.,Ltd. and Pop Mart International Group Limited.

Mr. WU Liansheng will receive allowances during his term in accordance with the Allowance Policy for Independent Directors of Agricultural Bank of China Limited. The remuneration of the directors to be paid by the Bank will be disclosed in the annual report each year and the relevant announcements.

Save as disclosed in this announcement, Mr. WU Liansheng did not hold any directorship in any other listed companies or take up any post in any affiliated companies of the Bank in the past three years, nor has any relationship with any other director, supervisor, senior management, substantial shareholder or controlling shareholder of the Bank. Furthermore, Mr. WU Liansheng does not have any equity interest in the Bank within the meaning of Part XV of the Securities and Futures Ordinance of Hong Kong. Save as disclosed herein, there is no other information relating to the election of Mr. WU Liansheng as an independent non-executive director that shall be disclosed pursuant to Rule 13.51(2) of the Hong Kong Listing Rules nor any matters which need to be brought to the attention of the shareholders of the Bank.

2. Issuance Plan of Write-down Undated Capital Bonds of the Bank

Voting result: 15 valid votes, including 15 votes in favour, 0 vote against and 0 vote abstained.

The Board resolved to approve the issuance of the write-down undated capital bonds in accordance with the following terms and conditions, subject to the approvals of relevant regulatory authorities:

1. Total amount: up to RMB120 billion.
2. Type of capital instruments: write-down undated capital bonds, which meet the relevant requirements as stipulated in Capital Rules for Commercial Banks (Provisional), and can be used to replenish capital of commercial banks.
3. Maturity date: to be outstanding so long as the issuer's business continues to operate.

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1. Interest rate: to be determined based on the market interest rates.
2. Market and means of issuance: to be issued in batches or in one batch in the domestic market, depending on the capital needs and market situations.
3. Means of loss absorption: upon the occurrence of triggering events specified in the issuing documents, the loss will be absorbed by means of write-down.
4. Use of proceeds: to replenish the Bank's additional tier-1 capital.
5. Validity period of this resolution: from the date of approval by the shareholders' general meeting of this issuance of write-down undated capital bonds to 31 December 2023.

The Board resolved to propose that the shareholders' general meeting authorises the Board to and the Board delegates to the senior management to handle all relevant matters related to the issuance of the write-down undated capital bonds, subject to the regulations and approval requirements promulgated by relevant regulatory authorities, including but not limited to submission to relevant regulatory authorities for approval, determination of total amount of issuance, terms of issuance, tranches of issuance, date of issuance and other relevant matters. Such authorisation shall take effect from the date of approval by the shareholders' general meeting of this issuance of the write-down undated capital bonds to 31 December 2023. Within the duration of the write-down undated capital bonds, the Board is authorised to declare and pay distribution in whole (cancellation of part of or whole distribution shall be subject to the approval by the shareholders' general meeting), and handle all matters including redemption or write-down according to the regulations and approval requirements promulgated by relevant regulatory authorities.

This proposal shall be submitted to the shareholders' general meeting of the Bank for consideration and approval.

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3. Proposal on Convening the 2021 Second Extraordinary General Meeting

Voting result: 15 valid votes, including 15 votes in favour, 0 vote against and 0 vote abstained.

The 2021 second extraordinary general meeting of the Bank (the "EGM") is proposed to be held on Friday, 9 July 2021 in Beijing. For details, please refer to the circular of the EGM to be published by the Bank separately.

In order to determine the holders of H Shares who are entitled to attend the EGM, the H share register of members of the Bank will be closed from 6 July 2021 to 9 July 2021 (both days inclusive). Holders of H Shares who wish to attend the EGM are required to deposit the transfer documents together with the relevant share certificates at the H share registrar of the Bank, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong at or before 4:30 p.m. on 5 July 2021.

By Order of the Board

Agricultural Bank of China Limited

HAN Guoqiang

Company Secretary

Beijing, the PRC

17 June 2021

As at the date of this announcement, the executive directors are Mr. GU Shu, Mr. ZHANG Qingsong, Mr. ZHANG Xuguang and Mr. LIN Li; the non-executive directors are Mr. ZHU Hailin, Mr. LIAO Luming, Mr. LI Qiyun, Mr. LI Wei, Mr. WU Jiangtao and Ms. ZHOU Ji; and the independent non-executive directors are Ms. XIAO Xing, Mr. WANG Xinxin, Mr. HUANG Zhenzhong, Ms. LEUNG KO May Yee, Margaret and Mr. LIU Shouying.

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