平安银行股份有限公司 董事会决议公告

Core Points - The board of directors of Ping An Bank has approved the nomination of Mr. Yang Yunjie as an independent director candidate for the 13th board of directors [2][3] - The proposal to amend the company's articles of association was also approved, which requires approval from the shareholders' meeting and the National Financial Regulatory Administration [7][9] - The first extraordinary shareholders' meeting of 2025 is scheduled for December 16, 2025, to review the aforementioned proposals [11][15] Group 1 - The 45th meeting of the 12th board of directors was held, with all 13 directors present, including 5 independent directors [1][6] - The independent director candidate Mr. Wu Zongmin was withdrawn due to work reasons, and Mr. Yang Yunjie was nominated instead [3][4] - The board's nomination committee has reviewed and approved the nomination [5] Group 2 - The proposed amendments to the articles of association will take effect after approval by the shareholders' meeting and the National Financial Regulatory Administration [7][9] - The board approved the proposal with unanimous support, receiving 13 votes in favor and no opposition [8] - The amendments will lead to the dissolution of the supervisory board and related governance rules once approved [7][9] Group 3 - The extraordinary shareholders' meeting will also address the election of non-executive directors, executive directors, and independent directors [11][21] - The voting will be conducted through a combination of on-site and online methods, with specific time slots for online voting [17][19] - The registration for the meeting will take place on December 9, 2025, and all shareholders registered by that date are eligible to attend [18][19]