Agricultural Bank of China : Announcement on the Resolution of the Board of Directors2020-09-28

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

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 18 September 2020 (the "Meeting") and held the Meeting on- site in Beijing on 28 September 2020. 13 directors were entitled to attend and all of them attended the Meeting. Mr. WANG Xinxin, due to other work arrangements, designated Ms. XIAO Xing in writing to attend the Meeting and vote on his behalf. 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 following proposals were considered and approved at the Meeting:

1. 2019 Remuneration of the Directors

Mr. ZHOU Mubing, Mr. ZHANG Qingsong, Ms. ZHANG Keqiu, Ms. XIAO Xing, Mr. WANG Xinxin, Mr. HUANG Zhenzhong, Ms. LEUNG KO May Yee, Margaret and Mr. LIU Shouying, abstained from voting due to conflict of interests.

Voting result: 5 valid votes, including 5 votes in favour, 0 vote against and 0 vote abstained.

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

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

Please refer to the Appendix to this announcement for details of the 2019 remuneration of directors of the Bank.

1

2. 2019 Remuneration of the Senior Management Members

Mr. ZHOU Mubing, Mr. ZHANG Qingsong and Ms. ZHANG Keqiu abstained from voting due to conflict of interests.

Voting result: 10 valid votes, including 10 votes in favour, 0 vote against and 0 vote abstained.

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

Please refer to Appendix to this announcement for details of the 2019 remuneration of senior management members of the Bank.

3. Proposal on Assessment Program of the Chairman of the Board, the President and Other Senior Management Members in 2020

Mr. ZHOU Mubing, Mr. ZHANG Qingsong and Ms. ZHANG Keqiu abstained from voting due to conflict of interests.

Voting result: 10 valid votes, including 10 votes in favour, 0 vote against and 0 vote abstained.

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

4. Nomination of Ms. ZHOU Ji as a Non-executive Director Candidate of the Bank

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

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

It was resolved at the Meeting to nominate Ms. ZHOU Ji as a non-executive director 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"). Her term of office as a director shall be three years, commencing upon the ratification of her qualification by the CBIRC.

The biographical details of Ms. ZHOU Ji are set out below:

Ms. ZHOU Ji, born in April 1972, received a master's degree in National Economic Planning and Management from Department of National Economic Management of Renmin University of China, and is an economist. She has served as a deputy director and second-level inspector of Capital Account Management Department of State Administration of Foreign Exchange (the "SAFE") since July 2019. She previously worked as a deputy director of Balance of Payments Division and a deputy director of Analysis and Forecast Division of Balance of Payments Department of the SAFE; a director of Balance of Payments Statistics Division of Balance of Payments Department of the SAFE; a deputy director of Balance of Payments Department and a deputy director of Capital Account Management Department of the SAFE.

2

Ms. ZHOU Ji will not receive any salary or director's fee from the Bank during her term. The remuneration of directors to be paid by the Bank will be disclosed in the annual report each year.

Save as disclosed in this announcement, Ms. ZHOU Ji 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. ZHOU Ji 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. ZHOU Ji as a non-executive director 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 nor any matters which need to be brought to the attention of the shareholders of the Bank.

5. Appointment of Secretary to the Board and the Company Secretary

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

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

It was resolved at the Meeting to appoint Mr. HAN Guoqiang as the secretary to the Board of the Bank, the company secretary and an authorised representative of the Bank. The appointment of Mr. HAN Guoqiang as the secretary to the Board of the Bank will become effective upon obtaining the qualification certificate of board secretary training issued by the Shanghai Stock Exchange and the approval of Mr. HAN Guoqiang's qualification by the CBIRC; and the appointments of Mr. HAN Guoqiang as the company secretary and an authorised representative of the Bank will become effective upon the approval of his qualification by The Stock Exchange of Hong Kong Limited.

The biographical details of Mr. HAN Guoqiang are set out below:

Mr. Han Guoqiang, born in February 1967, received a master's degree in business administration from Lanzhou University, and is a senior economist. Mr. Han previously served as a vice principal and the principal of the training institute of the Gansu Branch of the Bank, the assistant president and vice president of Gansu Branch of the Bank. From May 2014, Mr. Han served as the president of Gansu Branch of the Bank. Mr. Han has been the president of Chongqing Branch of the Bank since August 2016.

3

6. Proposal on Convening the 2020 Second Extraordinary General Meeting of the Bank

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

The 2020 second extraordinary general meeting of the Bank is proposed to be held on Friday, 27 November 2020 in Beijing. Please refer to the circular of the 2020 second extraordinary general meeting of the Bank to be separately published by the Bank for details.

The Board of Directors of

Agricultural Bank of China Limited

Beijing, the PRC

28 September 2020

As at the date of this announcement, the executive directors are Mr. ZHOU Mubing, Mr. ZHANG Qingsong 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.

4