Agricultural Bank of China : NOTICE OF THE 2020 ANNUAL GENERAL MEETING

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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)

NOTICE OF THE 2020 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2020 annual general meeting (the "AGM") of Agricultural Bank of China Limited (the "Bank") will be held at 2:45 p.m. on Thursday, 27 May 2021, at the Bank's headquarters, No.18B Jianguomen Nei Avenue, Beijing, the PRC to consider and, if thought fit, pass the following businesses:

ORDINARY RESOLUTIONS

1. To consider and approve the 2020 work report of the board of directors of the Bank;
2. To consider and approve the 2020 work report of the board of supervisors of the Bank;
3. To consider and approve the final financial accounts of the Bank for 2020;
4. To consider and approve the profit distribution plan of the Bank for 2020;
5. To consider and approve the appointments of external auditors of the Bank for 2021;
6. To consider and approve the election of Mr. LIN Li as an executive director of the Bank;
7. To consider and approve the fixed assets investment budget for 2021;

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OTHER BUSINESSES

1. To listen to the 2020 work report of independent directors of the Bank;
2. To listen to the 2020 report on the implementation of the Plan on Authorization of General Meeting of Shareholders to the Board of Directors of the Bank; and
3. To listen to the 2020 report on the management of related transactions of the Bank.

By Order of the Board of Directors

Agricultural Bank of China Limited

HAN Guoqiang

Company Secretary

Beijing, the PRC

12 April 2021

Notes:

1. Purchasers of shares who have submitted their share certificates and instruments of share transfer to the H share registrar of the Bank and registered as a shareholder on the H share register of members of the Bank before 4:30 p.m. on 26 April 2021 are entitled to attend the AGM. The H share register of members of the Bank will be closed from 27 April 2021 to 27 May 2021 (both days inclusive).
2. Shareholders of H shares who are entitled to attend and vote at the AGM may designate one or more proxies to attend and vote at the AGM on his/her behalf. A proxy need not be a shareholder of the Bank.
   To be valid, the proxy form together with the power of attorney (if any) and other relevant authorisation document(s) (if any) which have been notarised shall be deposited at the H share registrar of the Bank, Computershare Hong Kong Investor Services Limited, not less than 24 hours before the time designated for the AGM (i.e. by 2:45 p.m. on Wednesday, 26 May 2021). Completion and return of the proxy form will not preclude the shareholders of H Shares from attending and voting at the AGM or any adjourned meeting should they so wish.
   The address of the H share registrar of the Bank is as follows:
   Computershare Hong Kong Investor Services Limited 17M Floor
   Hopewell Centre
   183 Queen's Road East Wanchai
   Hong Kong
3. Any voting at the AGM shall be taken by poll.
4. Registration procedures for attending the AGM are as follows:
5. 1. holders of H Shares or their proxies shall present proof of identity when attending the AGM. If a holder of H share is a corporate entity, its legal representative or other persons authorised by the board of directors or other governing body of such corporate entity may attend the AGM by producing a copy of the resolutions of the board of directors or other governing body of such corporate entity designating such persons to attend the AGM.
   2. holders of H Shares who intend to attend the AGM in person or by proxy are required to complete and return the reply slips for attending the meeting to the H share registrar of the Bank, Computershare Hong Kong Investor Services Limited, in person, by mail or by fax on or before Friday, 7 May 2021.

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1. The 2020 A share cash dividends of the Bank is expected to be paid on 17 June 2021 and the 2020 H share cash dividends of the Bank is expected to be paid before or on 8 July 2021, subject to the consideration and approval by the AGM of the profit distribution plan of the Bank for 2020. For the purpose of determining the entitlement of holders of H shares to the proposed cash dividend distribution for the year 2020, the H share register of members of the Bank will be closed from 11 June 2021 to 16 June 2021 (both days inclusive). Shareholders whose names appear on the register of members of H shares of the Bank on 16 June 2021 are entitled to the proposed cash dividend distribution for the year 2020. Unregistered holders of H shares who wish to qualify for the entitlement to the proposed cash dividend distribution for the year 2020 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 10 June 2021.
2. The AGM is expected to last for half a day. Shareholders attending (in person or by proxy) the AGM shall be responsible for their own travel and accommodation expenses.
3. Please refer to the circular of the AGM dated 12 April 2021 for the details of the above resolutions to be proposed at the AGM for consideration and approval.

As at the date of this notice, the executive directors are Mr. GU Shu, Mr. ZHANG Qingsong and Mr. ZHANG Xuguang; the non-executive directors are Mr. ZHU Hailin, Mr. LIAO Luming, Mr. LI Qiyun, Mr. LI Wei, Mr. WU Jiangtao and Ms. ZHOU Ji; 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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