Agricultural Bank of China Limited (ABC, HKEX: 01288) will convene its second Extraordinary Shareholders’ Meeting (ESM) of 2026 at 14:50 (Beijing time) on 29 September 2026 at the bank’s headquarters in Beijing. The agenda comprises 15 resolutions, with items 1, 3, 5 and 10-15 to be passed as ordinary resolutions and items 2, 4, 6-9 as special resolutions. Key proposals are outlined below.
1. Interim Profit Distribution • Shareholders will vote on the interim profit distribution plan for 2026. If approved, A-share cash dividends are scheduled for payment on 21 October 2026, and H-share cash dividends on 25 November 2026. Shareholders on the H-share register as of 20 October 2026 will be entitled to the interim dividend.
2. General Mandate for Share Issuance • The board seeks authority to allot, issue and/or deal with new A and/or H shares up to 15% of each class’s issued share capital as at the approval date. • The mandate will remain valid until the earlier of: (a) the conclusion of the next annual shareholders’ meeting, (b) 12 months from approval, or (c) revocation/amendment by a shareholder resolution. • Issue prices for A shares must not fall below the average trading price over the 20 trading days preceding the pricing benchmark date. • The mandate is conditional on regulatory approvals, including from the China Securities Regulatory Commission.
3. Private Placement of A Shares to Specified Investors • Shareholders will decide on a targeted A-share issuance covering share type, size, pricing, use of proceeds, lock-up requirements, listing venue, accumulated profit arrangement and resolution validity. • ABC confirms it meets regulatory prerequisites for the placement and has prepared supporting documents: – Validation and Analysis Report on the issuance; – Feasibility Analysis Report on use of proceeds; – Analysis of potential earnings dilution and mitigation measures; – Three-year (2026-2028) shareholder return plan. • Separate resolutions seek approval for conditional share-subscription agreements with: – The Ministry of Finance of the People’s Republic of China, and – China National Tobacco Corporation (CNTC) and its subsidiaries, which are also proposed as strategic investors under a dedicated cooperation agreement. • Directors are to be authorised to execute all matters related to the placement, including finalising terms, obtaining regulatory clearance and amending the Articles of Association to reflect any capital increase.
4. Exemptions and Waivers • The meeting will consider exempting the Ministry of Finance from making a mandatory general offer and approving the Ministry’s application for a whitewash waiver, subject to Hong Kong Takeovers Code requirements.
5. Meeting Logistics • The H-share register closes from 24–29 September 2026 for ESM entitlement. Proxy forms must reach Computershare Hong Kong Investor Services by 14:50 on 28 September 2026. • Voting will be conducted by poll, combining on-site and online voting for A-shareholders.
ABC’s board underscores that the proposed mandates and placement are intended to bolster long-term capital management flexibility and support the bank’s strategic development while safeguarding shareholder interests.