REG - Air China Ld - FORM OF PROXY FOR ANNUAL SHAREHOLDERS’ MEETING

Air ChinaAnnouncement

07/05/2026 09:00

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RNS Number : 4094D  Air China Ld  07 May 2026

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 SHAREHOLDERS' 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
APPOINT the chairman of the meeting

and/or ((Note 4))
of
as my/our proxy/proxies: (a) to act for me/us at the annual shareholders' meeting (or at any adjournment thereof) of the Company to be held at 11 a.m. on Thursday, 28 May 2026 at The Conference Room C313, No. 30 Tianzhu Road, 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 2025 work report of the Board.
 2.           To consider and approve the audited consolidated financial statements of the
              Company for the year 2025 prepared under the PRC Accounting Standards and the
              IFRS Accounting Standards.
 3.           To consider and approve the profit distribution proposal for the year 2025.
 4.           To consider and approve the re-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
              2026, and to authorize the Audit and Risk Management Committee (the
              Supervision Committee) of the Board to determine their remunerations for the
              year 2026.
 5.           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 RESOLUTION                                                                           FOR (Note 5)  AGAINST (Note 5)  ABSTAIN (Note 5)
 6.           To consider and approve the resolution on the grant of general mandate to the
              Board to issue debt financing instruments.
 ORDINARY RESOLUTIONS                                                                         FOR (Note 5)  AGAINST (Note 5)  ABSTAIN (Note 5)
 7.           To consider and approve the resolution on the entering into of the Air China
              Financial Services Agreement between the Company and CNAF and the application
              for the annual caps of the transactions thereunder for the years from 2027 to
              2029.
 ORDINARY RESOLUTIONS                                                                         FOR (Note 5)  AGAINST (Note 5)  ABSTAIN (Note 5)
 8.           To consider and approve the resolution on the entering into of the CNAHC
              Financial Services Agreement between CNAF and CNAHC and the application for
              the annual caps of the transactions thereunder for the years from 2027 to
              2029.
 9.           To consider and approve the resolution on the entering into of the ACC
              Financial Services Agreement between CNAF and Air China Cargo and the
              application for the annual caps of the transactions thereunder for the years
              from 2027 to 2029.
 10.          To consider and approve the resolution on formulating the Remuneration
              Management Policy for Directors and Senior Management.
 11.          To consider and approve the resolution on 2026 Directors' Remuneration Plan.

 

*  For details of the Resolutions, please refer to the circular of the
Company dated 6 May 2026.

 

 

Dated this                            day of                           2026                              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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