Agricultural Bank of China : Notice of the 2019 First Extraordinary General Meeting 2019-01-15

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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)

NOTICE OF THE 2019 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2019 first extraordinary general meeting (the

"EGM") of Agricultural Bank of China Limited (the "Bank") will be held at 2:30 p.m. on Friday, 1 March 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 fixed assets investment budget for 2019;

• 2. To consider and approve the election of Ms. ZHANG Keqiu as an executive director of the Bank;

• 3. To consider and approve the election of Ms. LEUNG KO May Yee, Margaret as an independent non-executive director of the Bank;

• 4. To consider and approve the election of Mr. LIU Shouying as an independent non-executive director of the Bank; and

• 5. To consider and approve the election of Mr. LI Wei as a non-executive director of the Bank.

By Order of the Board

Agricultural Bank of China Limited

ZHOU Wanfu

Company Secretary

Beijing, the PRC

15 January 2019

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 4:30 p.m. on 29 January 2019 are entitled to attend the EGM. The H share register of members of the Bank will be closed from 30 January 2019 to 1 March 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 authorization document(s) (if any) which have been notarized 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 2:30 p.m. on Thursday, 28 February 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:

  • (a) 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 authorized 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.

  • (b) 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, 9 February 2019.

• (5) 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.

• (6) Please refer to the circular of the EGM dated 15 January 2019 for the details of the above resolutions to be proposed at the EGM for consideration and approval.

  As at the date of this notice, our executive directors are Mr. ZHOU Mubing and Mr.

WANG Wei; our non-executive directors are Mr. XU Jiandong, Mr. CHEN Jianbo, 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.