Agricultural Bank of China : Notice of the 2019 Second Extraordinary General Meeting 2019-10-25

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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)

NOTICE OF THE 2019 SECOND

EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2019 second extraordinary general meeting (the "EGM") of Agricultural Bank of China Limited (the "Bank") will be held at 2:45 p.m. on Tuesday, 10 December 2019, at the Bank's headquarters, No. 18B Jianguomen Nei Avenue, Beijing, PRC to consider and, if thought fit, pass the following businesses:

ORDINARY RESOLUTIONS

1. To consider and approve the final remuneration plan for directors of the Bank for 2018;
2. To consider and approve the final remuneration plan for supervisors of the Bank for 2018;
3. To consider and approve the election of Mr. ZHANG Qingsong as an executive director of the Bank; and
4. To consider and approve the additional special budget of poverty alleviation donations in 2019.

By Order of the Board

Agricultural Bank of China Limited

ZHOU Wanfu

Company Secretary

Beijing, the PRC

25 October 2019

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Notes:

1. Purchasers of shares who have submitted their instruments of share transfer to the H share registrar of the Bank and registered as a shareholder on the H share register of members of the Bank before 4:30p.m. on 8 November 2019 are entitled to attend the EGM. The H share register of members of the Bank will be closed from 9 November 2019 to 10 December 2019 (both days inclusive).
2. Shareholders of H shares who are entitled to attend and vote at the EGM may designate one or more proxies to attend and vote at the EGM on his/her behalf. A proxy need not be a shareholder of the Bank. To be valid, the proxy form together with the power of attorney (if any) and other relevant authorisation document(s) (if any) which have been notarised shall be deposited at the H share registrar of the Bank, Computershare Hong Kong Investor Services Limited, not less than 24 hours before the time designated for the EGM (i.e., by 2:45 p.m. on Monday, 9 December 2019). Completion and return of the proxy form will not preclude the shareholders of H shares from attending and voting at the EGM or any adjourned meeting should they so wish.
   The address of the H share registrar of the Bank is as follows:
   Computershare Hong Kong Investor Services Limited 17M Floor
   Hopewell Centre
   183 Queen's Road East Wanchai
   Hong Kong
3. Any voting at the EGM shall be taken by poll.
4. Registration procedures for attending the EGM are as follows:
5. 1. Holders of H shares or their proxies shall present proof of identity when attending the EGM. If a holder of H share is a corporate entity, its legal representative or other persons authorised by the board of directors or other governing body of such corporate entity may attend the EGM by producing a copy of the resolutions of the board of directors or other governing body of such corporate entity designating such persons to attend the EGM.
   2. Holders of H shares who intend to attend the EGM shall return the reply slips for attending the meeting to the H share registrar of the Bank, Computershare Hong Kong Investor Services Limited, in person, by mail or by fax on or before Wednesday, 20 November 2019.
6. The EGM is expected to last for half a day. Shareholders attending (in person or by proxy) the EGM shall be responsible for their travel and accommodation expenses.
7. Please refer to the circular of the EGM dated 25 October 2019 for the details of the above resolutions to be proposed at the EGM for consideration and approval.

As at the date of this announcement, the executive directors are Mr. ZHOU Mubing, Mr. WANG Wei 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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