Agricultural Bank of China : ANNOUNCEMENT ON THE RESOLUTIONS OF THE BOARD OF DIRECTORS2021-01-07

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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 a meeting on 25 December 2020 (the "Meeting") and held the Meeting onsite in Beijing on 7 January 2021. 12 directors were entitled to attend and all of them attended the Meeting. The Meeting was convened in compliance with the applicable laws and regulations, the articles of association of the Bank (the "Articles of Association") and the rules of procedure of the Board.

Mr. ZHANG Qingsong, the vice chairman of the Board, presided over the Meeting. The following proposals were considered and approved at the Meeting:

1. Nomination of Mr. GU Shu 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.

It was resolved at the Meeting to nominate Mr. GU Shu as an executive director candidate of the Bank. The appointment of Mr. GU Shu as an executive director of the Bank is subject to the consideration and approval by the shareholders' general meeting of the Bank and his term of office as an executive director shall be three years, commencing upon the consideration and approval by the shareholders' general meeting of the Bank. The Bank will report to the China Banking and Insurance Regulatory Commission (the "CBIRC") for filing.

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Mr. GU Shu, born in August 1967, holds a doctor's degree in Economics from Shanghai University of Finance and Economics and is a senior accountant. Mr. GU previously served as the deputy general manager of the Accounting and Settlement Department, the deputy general manager of the Planning and Finance Department, the general manager of the Finance and Accounting Department, the board secretary and concurrently general manager of the Corporate Strategy and Investor Relations Department, and president of Shandong Branch of Industrial and Commercial Bank of China Limited. Mr. GU was appointed as the executive vice president and the president of Industrial and Commercial Bank of China Limited in October 2013 and October 2016, respectively. Mr. GU served as the vice chairman of the board, an executive director and the president of Industrial and Commercial Bank of China Limited in December 2016.

Mr. GU Shu will not receive any director's fee from the Bank during his term as an executive director, while his remuneration shall follow the relevant regulations and the relevant remuneration plan will be submitted to the shareholders' general meeting for consideration and approval after being approved in accordance with the relevant procedures. The remuneration of the directors to be paid by the Bank will be disclosed in the annual report each year and the relevant announcements.

Save as disclosed in this circular, Mr. GU Shu 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, Mr. GU Shu 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 election of Mr. GU Shu as an executive director that shall be disclosed pursuant to Rule 13.51(2) of the Hong Kong Listing Rules nor any matters which need to be brought to the attention of the Shareholders.

2. Election of Mr. GU Shu as the Chairman of the Board

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

It was resolved at the Meeting to elect Mr. GU Shu as the chairman of the Board, and his term of office as the chairman of the Board shall commence upon the consideration and approval on his appointment as an executive director of the Bank by the shareholders' general meeting of the Bank and the ratification of his qualification as the chairman of the Board by the CBIRC. According to the Articles of Association of the Bank, Mr. GU Shu will serve concurrently as a member and the chairman of the Strategic Planning and Sustainable Development Committee of the Board.

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3. Proposal on Convening the 2021 First Extraordinary General Meeting

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

The 2021 first extraordinary general meeting of the Bank (the "EGM") is proposed to be held on Thursday, 28 January 2021 in Beijing. For details, please refer to the circular of the EGM to be published by the Bank separately.

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 25 January 2021 to 28 January 2021 (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 22 January 2021.

By Order of the Board

Agricultural Bank of China Limited

HAN Guoqiang

Company Secretary

Beijing, the PRC

7 January 2021

As at the date of this announcement, the executive directors are Mr. ZHANG Qingsong and Mr. ZHANG Xuguang; 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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