Agricultural Bank of China : Nomination of Directors2022-03-30

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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)

NOMINATION OF DIRECTORS

The board of directors (the "Board") of Agricultural Bank of China Limited (the "Bank") issued a written notice of a meeting on 16 March 2022 (the "Meeting") and held the Meeting onsite in Beijing on 30 March 2022. 14 directors were entitled to attend and all of them attended the Meeting. The Meeting was conducted in compliance with the applicable laws and regulations, the articles of association of the Bank and the rules of procedure of the Board.

Mr. GU Shu, the chairman of the Board, presided over the Meeting. The following proposals were considered and approved at the Meeting:

1. Nomination of Ms. LEUNG KO May Yee, Margaret as an Independent Non-executive Director Candidate of the Bank

Ms. LEUNG KO May Yee, Margaret abstained from voting due to conflict of interests.

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 with regard to this proposal: agreed.

It was resolved at the Meeting to nominate Ms. LEUNG KO May Yee, Margaret to be re-appointed as an independent non-executive director candidate of the Bank. The re-appointment of Ms. LEUNG KO May Yee, Margaret as an independent non-executive director of the Bank is subject to the consideration and approval by the shareholders' general meeting after the Shanghai Stock Exchange reviews her qualification and confirms that it has no objection. Her term of office as a director shall be three years, commencing from the day of approval at the shareholders' general meeting.

The profile of Ms. LEUNG KO May Yee, Margaret is set out below:

Ms. LEUNG KO May Yee, Margaret, born in June 1952, holds a bachelor's degree in Economics, Accounting and Business Administration from the University of Hong Kong. She was awarded Silver Bauhinia Star and Justice of the Peace by the HKSAR. She has served as an independent Non-executive Director of the Bank since July 2019. She previously served as a vice chairman and the chief executive of Chong Hing Bank Limited, a vice chairman and the chief executive of Hang Seng Bank Limited, the general manager and global cohead of Industrial and Commercial Business of HSBC Group, a director of HSBC, and a director of Wells Fargo HSBC Trade Bank; she was an independent non-executive director of China Construction Bank, Hong Kong Exchanges and Clearing Limited, Li & Fung Limited, QBE Insurance Group Limited (listed on the Australian Securities Exchange), etc. She currently serves as an independent non-executive director of First Pacific Company Limited and Sun Hung Kai Properties Limited, and a member of the National Committee of the Chinese People's Political Consultative Conference.

Ms. LEUNG KO May Yee, Margaret will receive allowances during her term in accordance with the Allowance Policy for Independent Directors of Agricultural Bank of China Limited. 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 announcement, Ms. LEUNG KO May Yee, Margaret 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. LEUNG KO May Yee, Margaret 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 re-election of Ms. LEUNG KO May Yee, Margaret as an independent 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 (the "Hong Kong Listing Rules") nor any matters which need to be brought to the attention of the shareholders of the Bank.

2. Nomination of Mr. LIU Shouying as an Independent Non-executive Director Candidate of the Bank

Mr. LIU Shouying abstained from voting due to conflict of interests.

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 with regard to this proposal: agreed.

It was resolved at the Meeting to nominate Mr. LIU Shouying to be re-appointed as an independent non-executive director candidate of the Bank. The re-appointment of Mr. LIU Shouying as an independent non-executive director of the Bank is subject to the consideration and approval by the shareholders' general meeting after the Shanghai Stock Exchange reviews his qualification and confirms that it has no objection. His term of office as a director shall be three years, commencing from the day of approval at the shareholders' general meeting.

The profile of Mr. LIU Shouying is set out below:

Mr. LIU Shouying, born in April 1964, serves as a second-level professor and supervisor for Ph.D. candidates in School of Economics, Renmin University of China, the director of All China Federation of Supply and Marketing Cooperatives, the vice president of the Chinese Association of Agro-Technical Economics, and the executive director of the China Land Science Society. He has served as an independent non-executive director of the Bank since July 2019. He previously served as a deputy secretary general of the Academic Committee of the Development Research Center of the State Council, a deputy minister of the Rural Economic Research Department, a director of the Urban and Rural Coordination Fundamental Area of the Development Research Center of the State Council, and the president and chief editor of China Economic Times.

Mr. LIU Shouying will receive allowances during his term in accordance with the Allowance Policy for Independent Directors of Agricultural Bank of China Limited. 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 announcement, Mr. LIU Shouying 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. LIU Shouying 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 re-election of Mr. LIU Shouying as an independent non-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 of the Bank.

By order of the Board Agricultural Bank of China Limited

HAN Guoqiang

Company Secretary

Beijing, the PRC

30 March 2022

As at the date of this announcement, the executive directors are Mr. GU Shu, Mr. ZHANG Qingsong, Mr. ZHANG Xuguang and Mr. LIN Li; the non-executive directors are Mr. LIAO Luming, Mr. LI Wei, Ms. ZHOU Ji, Mr. LIU Xiaopeng and Mr. XIAO Xiang; and the independent non-executive directors are Mr. WANG Xinxin, Mr. HUANG Zhenzhong, Ms. LEUNG KO May Yee, Margaret, Mr. LIU Shouying and Mr. WU Liansheng.