REG - Air China Ld - FORM OF PROXY FOR ANNUAL GENERAL MEETING

Air ChinaAnnouncement

Wed 07:00

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RNS Number : 3726L  Air China Ld  04 June 2025

中國國際航空股份有限公司

AIR CHINA LIMITED

(a joint stock limited company incorporated in the People's Republic of China
with limited liability)

(Stock Code: 00753)

FORM OF PROXY FOR ANNUAL GENERAL MEETING

Number of shares to which this form of proxy relates ((Note) (1))
 
 
 

I/We ((Note) (2))
 
 
 
 
 
 
 

of
 
 
 
 
 

being the registered holder(s) of ((Note) (3))
 
 
 
 

H shares in the share capital of Air China Limited (the "Company") HEREBY
APPOINTthe chairman of the meeting and/or

((Note 4))
 
 
 
 

of
 
 

as my/our proxy/proxies: (a) to act for me/us at the annual general meeting
(or at any adjournment thereof) of the Company to be held at 10:00 a.m. on
Tuesday, 24 June 2025 at The Conference Room C313, No. 30 Tianzhu Road,
Airport Industrial Zone, Shunyi District, Beijing, the PRC (the "Meeting") for
the purpose of considering and, if thought fit, passing the resolutions (the
"Resolutions") as set out in the notice (the "Notice") convening the Meeting;
and (b) at the Meeting (or at any adjournment thereof) to vote for me/us and
in my/our name(s) in respect of the Resolutions as hereunder indicated or, if
no such indication is given, as my/our voting proxy thinks fit.

 

 ORDINARY RESOLUTIONS                                                                         FOR (Note 5)  AGAINST (Note 5)  ABSTAIN (Note 5)
 1.           To consider and approve the 2024 work report of the Board.
 2.           To consider and approve the 2024 work report of the Supervisory Committee.
 3.           To consider and approve the audited consolidated financial statements of the
              Company for the year 2024 prepared under the PRC Accounting Standards and the
              IFRS Accounting Standards.
 4.           To consider and approve the profit distribution proposal for the year 2024.
 5.           To consider and approve the appointment of KPMG as the Company's international
              auditor and KPMG Huazhen LLP as the Company's domestic auditor and internal
              control auditor, respectively for the year ending 31 December 2025 and to
              authorize the Audit and Risk Management Committee (the Supervision Committee)
              of the Board to determine their remunerations for the year 2025.
 6.           To consider and approve the resolution on the unrecovered losses of the
              Company exceeding one-third of the total amount of its paid-up share capital.
 SPECIAL RESOLUTIONS                                                                          FOR (Note 5)  AGAINST (Note 5)  ABSTAIN (Note 5)
 7.           To consider and approve the resolution in relation to the grant of general
              mandate to the Board to issue debt financing instruments.
 8.           To consider and approve the proposed amendments to the Articles of
              Associations of the Company and the abolishment of the Supervisory Committee.
 9.           To consider and approve the proposed amendments to the Rules and Procedures of
              Shareholders' Meetings.
 10.          To consider and approve the proposed amendments to the Rules and Procedures of
              Meetings of the Board.

 ORDINARY RESOLUTIONS                                                                          FOR (Note 5)  AGAINST (Note 5)  ABSTAIN (Note 5)
 11.          To consider and approve the resolution on the renewal of the CNACG Framework
              Agreement between the Company and CNACG and the application for the annual
              transaction caps for 2026 to 2028.
 12.          To consider and approve the resolution on the entering into of the New
              Framework Agreement between the Company and Cathay Pacific and the application
              for the annual transaction caps for 2026 to 2028.

 

*  For details of the Resolutions, please refer to the circular of the
Company dated 4 June 2025.

 

 

Dated this                     day of
 
 2025
Signature ((Note) (6)):
 

 

Notes:

 

1.    Please insert the number of shares registered in your name(s) to
which this proxy form relates. If no number is inserted, this form of proxy
will be deemed to relate to all shares registered in your name(s).

 

2.   Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

 

3.   Please insert the total number of shares registered in your name(s).

 

4.    A member entitled to attend and vote at the Meeting is entitled to
appoint one or more proxies of his own choice to attend and vote instead of
him. A proxy need not be a member of the Company. If any proxy other than the
chairman of the Meeting is preferred, please strike out the words "the
chairman of the meeting and/or" and insert the name(s) and address(es) of the
proxy/proxies desired in the space provided. In the event that two or more
persons (other than the chairman of the Meeting) are named as proxies and the
words "the chairman of the meeting and/or" are not deleted, those words and
references shall be deemed to have been deleted.

 

5.    IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK IN THE BOX
MARKED "FOR". IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK IN THE BOX
MARKED "AGAINST". IF YOU WISH TO ABSTAIN FROM VOTING, TICK THE APPROPRIATE BOX
MARKED "ABSTAIN".Failure to complete the boxes will entitle your voting proxy
to cast his vote at his discretion. A member is entitled to one vote for every
fully-paid share held and a member entitled to more than one vote need not use
all his votes in the same way. A tick in the relevant box indicates that the
votes attached to all the shares stated above as held by you will be cast
accordingly.

 

6.    This form of proxy must be signed by you or your attorney duly
authorised in writing, or in the case of a corporation, must be either under
seal or under the hand of a director or attorney duly authorised. If this form
of proxy is signed by your attorney, the power of attorney or other document
of authorisation must be notarized.

 

7.    In order to be valid, this form of proxy, together with the notarised
copy of the power of attorney or other document of authorisation (if any)
under which it is signed, for holders of H shares, must be delivered to the
Company's H share registrar, Computershare Hong Kong Investor Services
Limited, 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong
Kong, not less than 24 hours prior to the time appointed for holding the
Meeting (or any adjournment thereof).

 

8.    Completion and delivery of a form of proxy will not preclude you from
attending and/or voting at the Meeting (or any adjournment thereof) if you so
wish.

 

9.   ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE
PERSON(S) WHO SIGN(S) IT.

 

10.  To attend and represent the shareholder(s) at the Meeting, the proxy so
appointed must produce beforehand his identification document and any power of
attorney duly signed by his appointor(s) or the legal representative(s) of his
appointor(s). The power of attorney must state the date of issuance.

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