Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

AGRICULTURAL BANK OF CHINA LIMITED ʕ਷ุ༵ვБٰ΅Ϟࠢʮ̡

(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 the meeting of the Board (the "Meeting") on 17 December 2018 and held the Meeting on-site in Beijing on 21 December 2018. 12 directors were entitled to attend and all of them attended the Meeting, among whom, due to other business commitments, Mr. WEN Tiejun designated Mr. Francis YUEN Tin-fan, Ms. XIAO Xing designated Mr. Francis YUEN Tin-fan, Mr. WANG Xinxin designated Mr. HUANG Zhenzhong and Mr. XU Jiandong designated Mr. CHEN Jianbo in writing as their respective proxy to attend and vote on their behalf at the Meeting respectively. The Meeting and the voting were 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. ZHOU Mubing, Chairman of the Board, presided over the Meeting. The Board considered and approved the following proposals at the Meeting:

1.

Nomination of Ms. ZHANG Keqiu as an Executive Director Candidate of the Bank

Voting result: 12 valid votes, including 12 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.

The Board resolved to nominate Ms. ZHANG Keqiu as an executive director candidate of the Bank, subject to the consideration and approval by the shareholders' general meeting of the Bank and the ratification of her qualification by the China Banking and Insurance Regulatory Commission (the "CBIRC"). The term of her office as a director of the Bank shall be three years, commencing upon the ratification of her qualification by the CBIRC.

Please refer to Appendix to this announcement for biographical details of Ms. ZHANG Keqiu.

Ms. ZHANG Keqiu will not receive any director's fee from the Bank during her term. She will receive remuneration based on her management positions with the Bank, including all current income and deferred payments of basic salaries, bonuses and allowances. The Bank will disclose the remuneration of directors in the annual report each year.

Save as disclosed in this announcement, Ms. ZHANG Keqiu 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, Ms. ZHANG Keqiu 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 nomination of Ms. ZHANG Keqiu as an executive director candidate that shall be disclosed pursuant to Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") nor any matters which need to be brought to the attention of the shareholders of the Bank.

  • 2. The Appointments of the External Auditors for 2019

    Voting result: 12 valid votes, including 12 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.

    The Board proposed to appoint PricewaterhouseCoopers Zhong Tian LLP and PricewaterhouseCoopers as external auditors of the Bank for 2019. PricewaterhouseCoopers Zhong Tian LLP shall be responsible to audit the financial statements prepared in accordance with Generally Accepted Accounting Principles of the People's Republic of China, and PricewaterhouseCoopers shall be responsible to audit the financial statements prepared in accordance with International Financial Reporting Standards. The total audit fee amounts to RMB122.30 million.

    This proposal is still subject to the approval by the shareholders' general meeting of the Bank.

  • 3. Amendments to the Measures on the Management of Shares Held by the Directors, Supervisors and Senior Managements of Agricultural Bank of China Limited and the Changes Thereof

    Voting result: 12 valid votes, including 12 votes in favour, 0 vote against and 0 vote abstained.

4.

Establishment of Consumer Rights Protection Committee of the Board of Directors

Voting result: 12 valid votes, including 12 votes in favour, 0 vote against and 0 vote abstained.

The Board decided to rename "the Risk Management Committee of the Board" to "the Risk Management/Consumer Rights Protection Committee of the Board", which will continue to be responsible for performing the duties relating to the consumer rights protection.

By Order of the Board Agricultural Bank of China Limited

ZHOU Wanfu

Company Secretary

Beijing, the PRC 21 December 2018

As at the date of this announcement, our executive directors are Mr. ZHOU Mubing and Mr. WANG Wei; our non-executive directors are Mr. XU Jiandong, Mr. CHEN Jianbo, Mr. HU Xiaohui, Mr. LIAO Luming and Mr. LI Qiyun; and our independent non-executive directors are Mr. WEN Tiejun,

Mr. Francis YUEN Tin-fan, Ms. XIAO Xing, Mr. WANG Xinxin and Mr. HUANG Zhenzhong.

APPENDIX - BIOGRAPHIC DETAILS OF MS. ZHANG KEQIU

Ms. ZHANG Keqiu, born in January 1964, received a master's degree in economics from Nankai University. She is a senior accountant and an expert entitled to Government Special Allowance granted by the State Council. She served as the secretary to the Board of Directors of the Bank since June 2015, the executive vice president and the secretary to the Board of Directors of the Bank since July 2017 and the executive vice president of the Bank since April 2018. She had previously served in various positions in the Bank, including the general manager of the Asset and Liability Management Department, the general manager of the Finance and Accounting Department of the Bank and chief financial officer of the Bank. She is concurrently the director of Shanghai Management Department of the Bank, the deputy secretary-general of executive committee of the Banking Accounting Society of China and the vice chairperson of the fifth session of the board of directors of the National Debt Association of China.

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Agricultural Bank of China Ltd. published this content on 21 December 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 21 December 2018 10:39:04 UTC