Agricultural Bank of China : ANNOUNCEMENT ON THE POLL RESULTS OF THE 2019 SECOND EXTRAORDINARY GENERAL MEETING

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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 POLL RESULTS OF

THE 2019 SECOND EXTRAORDINARY GENERAL MEETING

The board of directors (the "Board") of Agricultural Bank of China Limited (the "Bank") hereby announces that the 2019 second extraordinary general meeting of the Bank (the "EGM") was held at the Bank's headquarters, No.18B Jianguomen Nei Avenue, Beijing, PRC on Friday, 13 December 2019. Reference is made to the EGM circular of the Bank dated 25 October 2019, containing details of each of the resolutions proposed at the EGM for Shareholders' consideration and approval. Unless otherwise stated, capitalised terms used herein shall have the same meanings as those defined in the aforesaid circular.

The total number of issued ordinary shares of the Bank as at the date of the EGM was 349,983,033,873 shares, which was the total number of shares entitling the holders to attend and vote for, against or abstained any of the resolutions proposed at the EGM. There were no restrictions on the above holder of the Bank's ordinary shares casting votes on any of the proposed resolutions at the EGM. 64 Shareholders and authorised proxies holding an aggregate of 301,172,620,150 ordinary shares, representing 86.053491% of the total voting shares of the Bank were present at the EGM, details of which are set out below:

Total number of Shareholders and authorised proxies attending the EGM	64
Total number of holders of A shares present at the EGM	55
Total number of holders of H shares present at the EGM	9
Total number of voting shares present at the EGM	301,172,620,150
Total number of voting shares held by holders of A shares	288,138,553,826
Total number of voting shares held by holders of H shares	13,034,066,324
Percentage of voting shares present at the EGM
in the total voting shares (%)	86.053491
Percentage of voting shares held by holders of A shares
in total voting shares (%)	82.329292
Percentage of voting shares held by holders of H shares
in total voting shares (%)	3.724199

Note: The total number of the Shareholders attending the EGM includes the Shareholders who attended the EGM on site and Shareholders who attended the EGM by way of online voting. As the resolutions proposed at the EGM do not have to be approved by the holders of preference shares of the Bank, holders of preference shares of the Bank did not attend the EGM.

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The EGM was convened by the Board and chaired by Mr. ZHOU Mubing, the chairman of the Board. Voting at the EGM was conducted by poll. Computershare Hong Kong Investor Services Limited, the Bank's H share registrar, was appointed by the Bank as the scrutineer for the voting. The calling, convening and voting method of the EGM was in compliance with laws and regulations of the PRC (including the Company Law of the PRC, the Rules Governing Shareholders' General Meetings of Listed Companies issued by China Securities Regulatory Commission (the "CSRC") and the Implementation Rules for Online Voting at Shareholders' General Meetings of Listed Companies of Shanghai Stock Exchange) and the articles of association of the Bank (the "Articles of Association"). All of the Bank's 13 directors attended the EGM. All of the Bank's eight supervisors attended the EGM. Due to other business commitments, the Bank's secretary to the Board could not attend the EGM. The senior management of the Bank were present at the EGM.

POLL RESULTS

The poll results in respect of the resolutions proposed at the EGM were as follows:

	Ordinary Resolutions			Number of Votes
		For	Against	Abstained
1.	To	consider	and approve	the	301,167,954,719	208,323	4,457,108
	final	remuneration	plan	for	(99.998451%)	(0.000069%)	(0.001480%)
	directors of the Bank for 2018
2.	To	consider	and approve	the	301,167,954,819	208,323	4,457,008
	final	remuneration	plan	for	(99.998451%)	(0.000069%)	(0.001480%)
	supervisors of the Bank for
	2018
3.	To		consider	and	approve	300,735,470,168	432,697,074	4,452,908
	the election of Mr. ZHANG	(99.854851%)	(0.143670%)	(0.001479%)
	Qingsong	as an	executive
	director of the Bank
4.	To	consider	and approve	the	301,165,466,519	2,670,823	4,482,808
	additional	special	budget	of	(99.997625%)	(0.000887%)	(0.001488%)
	poverty alleviation donations in
	2019

The ordinary resolutions above were duly passed as more than 1/2 of the votes were cast in favour of each resolution by the Shareholders and authorised proxies present at the EGM.

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In accordance with the relevant regulatory requirements of the CSRC and the Shanghai Stock Exchange, the poll result of the voting of holders of A Shares with less than 5% of voting shares in respect of the resolution involving significant events at the EGM was as follow:

		Resolutions				Number of Votes
				For	Against	Abstained
1.	To	consider and approve	the	10,811,939,264	69,200	4,300
	final remuneration	plan	for	(99.999320%)	(0.000640%)	(0.000040%)
	directors of the Bank for 2018
3.	To	consider	and	approve	10,767,860,564	44,152,100	100
	the election of Mr. ZHANG	(99.591638%)	(0.408361%)	(0.000001%)
	Qingsong as	an	executive
	director of the Bank

LAWYERS' CERTIFICATION

Ms. SU Zheng and Ms. JIANG Linlin, attorneys from King & Wood Mallesons, witnessed the EGM and issued a legal opinion certifying that the procedures to call and convene the EGM, the qualifications of attendees, the qualification of the caller and the voting process of the EGM and the other relevant issues were in compliance with laws and regulations of the PRC, including the Company Law of the PRC, the Rules Governing Shareholders' General Meetings of Listed Companies issued by the CSRC and the Implementation Rules for Online Voting at Shareholders' General Meetings of Listed Companies of Shanghai Stock Exchange and the Articles of Association. The poll results of the EGM were lawful and valid.

By Order of the Board

Agricultural Bank of China Limited

ZHOU Wanfu

Company Secretary

Beijing, the PRC

13 December 2019

As at the date of this announcement, the executive directors are Mr. ZHOU Mubing and Ms. ZHANG Keqiu; the non-executive directors are Mr. XU Jiandong, Mr. CHEN Jianbo, Mr. LIAO Luming, Mr. LI Qiyun, Mr. LI Wei and Mr. WU Jiangtao 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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