Agricultural Bank of China : Notice of the 2020 First Extraordinary General Meeting 2020-01-13

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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 2020 FIRST EXTRAORDINARY

GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2020 first extraordinary general meeting (the "EGM") of Agricultural Bank of China Limited (the "Bank") will be held at 2:45 p.m. on Friday, 28 February 2020, at the Bank's headquarters, No.18B Jianguomen Nei Avenue, Beijing, PRC to consider and, if thought fit, pass the following businesses:

ORDINARY RESOLUTION

1. To consider and approve the fixed assets investment budget for 2020;

SPECIAL RESOLUTIONS

2. To consider and approve the issuance plan of write-down undated capital bonds of the Bank; "THAT:

1. In order to promote capital strength and optimise the capital structure, promote capital strength, and ensure healthy and sustainable development of business, it is proposed to the EGM for consideration and approval that, subject to the approval by the relevant regulatory authorities, the Bank will issue the write-down undated capital bonds in accordance with the following conditions and terms: (i) Total amount: up to RMB120 billion. (ii) 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. (iii) Maturity date: to be outstanding so long as the issuer's business continues to operate. (iv) Interest rate: to be determined based on the market interest rates. (v) 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. (vi) 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. (vii) Use of proceeds: to replenish the Bank's additional tier-1 capital. (viii) Validity period of the resolution on this proposal: from the date of approval by the EGM of this issuance of undated capital bonds to 31 December 2022.

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1. It is proposed that the EGM authorises the board of the directors to and the board of the directors mandates the senior management to handle all matters related to the issuance of the write-down undated capital bonds, subject to the regulatory and approval requirements promulgated by relevant government authorities, including but not limited to: submission to relevant government 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 EGM of the issuance of the write-down undated capital bonds to 31 December 2022. Within the duration of the write-down undated capital bonds, the board of the directors of the Bank 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 regulatory and approval requirements promulgated by relevant government authorities."

3. To consider and approve the issuance plan of write-down eligible tier-2 capital instruments of the Bank:

"THAT:

In order to maintain stable capital adequacy level as well as enhance sustainability, based on the Bank's need of business development, the issuance plan of eligible tier-2 capital instruments by the Bank is hereby proposed:

1. It is proposed to the EGM for consideration and approval that, subject to the approval by the China Banking and Insurance Regulatory Commission, the People's Bank of China and other competent regulatory authorities, the Bank will issue eligible tier-2 capital instruments in accordance with the following terms and conditions: (i) Type of instrument: write-down eligible tier-2 capital instruments; (ii) Total amount: up to RMB40 billion or equivalent; (iii) Term of instruments: no less than 5 years; (iv) Interest rate: to be determined based on the market interest rates; (v) Place of issuance: in the domestic market; (vi) 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; (vii) Use of proceeds: to replenish the Bank's tier-2 capital; (viii) Validity period of the resolution on this proposal: from the date of approval by the EGM of this issuance of tier-2 capital instruments to 31 December 2021.

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1. It is proposed that the EGM authorises the board of directors to and the board of directors mandates the senior management, according to provisions and approval requirements promulgated by relevant regulatory authorities, to decide the plan and terms of this issuance of write-down eligible tier-2 capital instruments and to handle all relevant matters, such as submission to regulatory authorities for approval, issuance, management during the term, payment and redemption. The term of the said authorisation shall commence from the date of approval by the EGM of this issuance of write-downtier-2 capital instruments to 31 December 2021."

By Order of the Board

Agricultural Bank of China Limited

ZHOU Wanfu

Company Secretary

Beijing, the PRC

14 January 2020

Notes:

1. Purchasers of shares who have submitted their stocks and 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 4:30 p.m. on 23 January 2020 are entitled to attend the EGM. The H share register of members of the Bank will be closed from 24 January 2020 to 28 February 2020 (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 Thursday, 27 February 2020). 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 with the resolutions of the board of directors or other governing body of such corporate entity designating such persons to attend the EGM.

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1. 1. 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 Saturday, 8 February 2020.
2. The EGM is expected to last for half a day. Shareholders attending (in person or by proxy) the EGM shall be responsible for their own travel and accommodation expenses.
3. Please refer to the circular of the EGM dated 14 January 2020 for the details of the above resolutions to be proposed at the EGM for consideration and approval.

As at the date of this notice, 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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