Agricultural Bank of China : Announcement on the Resolutions of the Board of Directors 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)

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 3 January 2020 and held the Meeting on-site in Beijing on 10 January 2020. 13 directors were entitled to attend and all of them attended the Meeting, among whom, Ms. ZHANG Keqiu and Mr. LIU Shouying, due to other business commitments, designated Mr. ZHOU Mubing and Ms. LEUNG KO May Yee, Margaret, respectively, in writing as their proxies to attend and vote on their behalf at the Meeting; Ms. XIAO Xing and Mr. WANG Xinxin, due to other business commitments, designated Mr. HUANG Zhenzhong, respectively, in writing as their proxies to attend and vote on their behalf at the Meeting. The Meeting was convened 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, the chairman of the Board, presided over the Meeting. The Board considered and approved the following proposals at the Meeting:

1. Fixed Assets Investment Budget for 2020

Voting result: 13 valid votes, including 13 votes in favour, 0 vote against and 0 vote abstained.

This proposal shall be submitted to the shareholders' general meeting of the Bank for consideration and approval.

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2. Issuance Plan of Write-down Undated Capital Bonds of the Bank

Voting result: 13 valid votes, including 13 votes in favour, 0 vote against and 0 vote abstained.

The Board resolved to approve the issuance of the write-down undated capital bonds in accordance with the following terms and conditions, subject to the approvals of relevant regulatory authorities:

1. Total amount: up to RMB120 billion.
2. 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.
3. Maturity date: to be outstanding so long as the issuer's business continues to operate.
4. Interest rate: to be determined based on the market interest rates.
5. 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.
6. 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.
7. Use of proceeds: to replenish the Bank's additional tier-1 capital.
8. Validity period of the resolution on this proposal: from the date of approval by the shareholders' general meeting of this issuance of write-down undated capital bonds to 31 December 2022.

The Board resolved to propose that the shareholders' general meeting authorises the Board to and the Board delegate to the senior management to handle all relevant matters in relation to the issuance of the write-down undated capital bonds, subject to the regulatory and approval requirements promulgated by relevant regulatory authorities, including but not limited to submission to relevant regulatory 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 shareholders' general meeting 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 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 but not limited to redemption or write-down according to the regulations and approval requirements promulgated by relevant regulatory authorities.

This proposal shall be submitted to the shareholders' general meeting of the Bank for consideration and approval.

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3. Issuance Plan of Write-down Eligible Tier-2 Capital Instruments of the Bank

Voting result: 13 valid votes, including 13 votes in favour, 0 vote against and 0 vote abstained.

The Board resolved to approve the issuance of write-down eligible tier-2 capital instruments in the domestic market with the total amount of up to RMB40 billion or equivalent, subject to the approvals of relevant regulatory authorities.

This proposal shall be submitted to the shareholders' general meeting of the Bank for consideration and approval.

4. Dividend Payment Scheme of 2019-2020 for the Second Tranche of the Preference Shares

Voting result: 13 valid votes, including 13 votes in favour, 0 vote against and 0 vote abstained.

Opinions of the independent non-executive directors of the Bank: agreed.

On Wednesday, 11 March 2020, the Bank will pay cash dividends for the year 2019-2020 of RMB5.50 (tax inclusive) per preference share with a nominal value of RMB100 each, and RMB2.2 billion (tax inclusive) in aggregate (400 million shares in aggregate), calculated by coupon rate of 5.50%, to holders of the second tranche of the preference shares of the Bank (stock code in Shanghai Stock Exchange: 360009) whose names will appear on the register of members at the close of market on Tuesday, 10 March 2020.

Details of the implementation of such dividend payment scheme will be announced separately.

5. Proposal on Convening the 2020 First Extraordinary General Meeting

Voting result: 13 valid votes, including 13 votes in favour, 0 vote against and 0 vote abstained.

The 2020 first extraordinary general meeting of the Bank (the "EGM") is proposed to be held on Friday, 28 February 2020 in Beijing. For details, please refer to the circular of the EGM to be published by the Bank separately.

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In order to determine the holders of H Shares who 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). Holders of H Shares who wish to attend the EGM are required to deposit the transfer documents together with the relevant share certificates at the H share registrar of the Bank, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong at or before 4:30 p.m. on 23 January 2020.

By Order of the Board

Agricultural Bank of China Limited

ZHOU Wanfu

Company Secretary

Beijing, the PRC

10 January 2020

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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