Agricultural Bank of China : ANNOUNCEMENT ON THE POLL RESULTS OF THE 2020 SECOND EXTRAORDINARY GENERAL MEETING2020-11-27

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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 POLL RESULTS OF

THE 2020 SECOND EXTRAORDINARY GENERAL MEETING

The board of directors (the "Board") of Agricultural Bank of China Limited (the "Bank") hereby announces that the 2020 second extraordinary general meeting of the Bank (the "EGM") was held at the Bank's headquarters, No.18B Jianguomen Nei Avenue, Beijing, the PRC on Friday, 27 November 2020.

The total number of issued ordinary shares of the Bank as at the date of the EGM was 349,983,033,873 shares, which was the total number of shares entitling the holders to attend and vote for, against or abstained any of the resolutions proposed at the EGM. There were no restrictions on the above holder of the Bank's ordinary shares casting votes on any of the proposed resolutions at the EGM. 75 Shareholders and authorised proxies holding an aggregate of 299,211,651,927 ordinary shares, representing 85.493188% of the total voting shares of the Bank were present at the EGM, details of which are set out below:

Total number of Shareholders and authorised proxies attending the EGM	75
Total number of holders of A shares present at the EGM	65
Total number of holders of H shares present at the EGM	10
Total number of voting shares present at the EGM	299,211,651,927
Total number of voting shares held by holders of A shares	288,272,023,779
Total number of voting shares held by holders of H shares	10,939,628,148
Percentage of voting shares present at the EGM in the total voting shares (%)	85.493188
Percentage of voting shares held by holders of A shares in total voting shares (%)	82.367428
Percentage of voting shares held by holders of H shares in total voting shares (%)	3.125760

Note: The total number of the Shareholders attending the EGM includes the Shareholders who attended the EGM on site and Shareholders who attended the EGM by way of online voting. As the resolutions proposed at the EGM do not have to be approved by the holders of preference shares of the Bank, holders of preference shares of the Bank did not attend the EGM.

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The EGM was convened by the Board and chaired by Mr. ZHOU Mubing, the chairman of the Board. Voting at the EGM was conducted by poll. Computershare Hong Kong Investor Services Limited, the Bank's H share registrar, was appointed by the Bank as the scrutineer for the voting. The calling, convening and voting method of the EGM was in compliance with laws and regulations of the PRC (including the Company Law of the PRC, the Rules Governing Shareholders' General Meetings of Listed Companies issued by China Securities Regulatory Commission (the "CSRC") and the Implementation Rules for Online Voting at Shareholders' General Meetings of Listed Companies of Shanghai Stock Exchange) and the articles of association of the Bank (the "Articles of Association"). All of the Bank's 14 directors attended the EGM. All of the Bank's seven supervisors attended the EGM. The Bank's secretary to the Board attended the EGM. The senior management of the Bank were present at the EGM.

POLL RESULTS

Reference is made to the circular of the EGM and the supplemental circular of the EGM of the Bank dated 13 October 2020 and 13 November 2020, respectively, containing details of each of the resolutions proposed at the EGM for Shareholders' consideration and approval. Unless otherwise stated, capitalised terms used herein shall have the same meanings as those defined in the aforesaid circular and supplemental circular. The poll results in respect of the resolutions proposed at the EGM were as follows:

	Ordinary Resolutions	Number of Votes (%)
	For	Against	Abstained
1.	To consider and approve the 2019	299,189,509,194	15,399,400	6,743,333
	remuneration of the Directors	(99.992600%)	(0.005146%)	(0.002254%)
2.	To consider and approve the 2019	299,204,508,694	404,400	6,738,833
	remuneration of the Supervisors	(99.997613%)	(0.000135%)	(0.002252%)
3.	To consider and approve the election	298,699,717,102	511,676,225	258,600
	of Ms. ZHOU Ji as a non-executive	(99.828905%)	(0.171009%)	(0.000086%)
	Director of the Bank
4.	To consider and approve the election	299,189,516,494	15,381,800	6,753,633
	of Mr. FAN Jianqiang as a Supervisor	(99.992602%)	(0.005141%)	(0.002257%)
	representing Shareholders of the Bank
5.	To consider and approve the additional	296,811,964,360	68,387,167	2,331,300,400
	donation budget for anti-pandemic	(99.197997%)	(0.022855%)	(0.779148%)
	materials for the year 2020

The ordinary resolutions above were duly passed as more than 1/2 of the votes were cast in favour of each resolution by the Shareholders and authorized proxies present at the EGM.

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In accordance with the relevant regulatory requirements of the CSRC and the Shanghai Stock Exchange, the poll results of the voting of holders of A shares with less than 5% of voting shares in respect of the resolutions involving significant events at the EGM were as follows:

	Ordinary Resolutions	Number of Votes (%)
	For	Against		Abstained
1.	To consider and approve the 2019	24,668,922,488	391,400		78,300
	remuneration of the Directors	(99.998096%)	(0.001587%)		(0.000317%)
3.	To consider and approve the election	24,611,404,642	57,902,946		84,600
	of Ms. ZHOU Ji as a non-executive	(99.764941%)	(0.234716%)		(0.000343%)
	Director of the Bank

LAWYERS' CERTIFICATION

Ms. YUAN Bingyu and Mr. MO Ziqiao, attorneys from King & Wood Mallesons, witnessed the EGM and issued a legal opinion certifying that the procedures to call and convene the EGM, the qualifications of attendees, the qualification of the caller, the qualification of the shareholder who submitted the interim proposal and the submission procedures, the voting process of the EGM and the other relevant issues were in compliance with laws and regulations of the PRC, including the Company Law of the PRC, the Rules Governing Shareholders' General Meetings of Listed Companies issued by the CSRC and the Implementation Rules for Online Voting at Shareholders' General Meetings of Listed Companies of Shanghai Stock Exchange and the Articles of Association. The poll results of the EGM were lawful and valid.

By Order of the Board

Agricultural Bank of China Limited

HAN Guoqiang

Company Secretary

Beijing, the PRC

27 November 2020

As at the date of this announcement, the executive directors are Mr. ZHOU Mubing, Mr. ZHANG Qingsong, Mr. ZHANG Xuguang and Ms. ZHANG Keqiu; the non-executive directors are Mr. ZHU Hailin, 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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