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

Air ChinaAnnouncement

10/02/2025 07:00

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RNS Number : 4959W  Air China Ld  10 February 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 EXTRAORDINARY 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
APPOINT ((Note) (4))the chairman of the meeting and/or

 (Note 4)
 
 
 
 
 
 
 

of
 
 

as my/our proxy/proxies: (a) to act for me/us at the extraordinary general
meeting (or at any adjournment thereof) of the Company to be held at 11:00
a.m. on Tuesday, 25 February 2025 at The Conference Room C713, 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 RESOLUTION                                                                                                       FOR (Note 5)   AGAINST (Note 5)  ABSTAIN (Note 5)
 1.     To consider and approve the Remuneration of the Directors of the
 Seventh Session of the board (the "Board") of directors

 (the "Director(s)") of the Company.
 ORDINARY RESOLUTIONS                                                                                                      CUMULATIVE VOTING ((Note) (11))

 (BY WAY OF CUMULATIVE VOTING)                                                                                             (Please insert the number of votes)
 2.00 To consider and approve the election of non-independent Directors of the
 seventh session of the Board:
 2.01                                     To consider and approve the election of Mr. Ma Chongxian as

                                          an executive Director of the seventh session of the Board;
 2.02                                     To consider and approve the election of Mr. Wang Mingyuan as an executive
                                          Director of the seventh session of the Board;
 2.03                                     To consider and approve the election of Mr. Cui Xiaofeng as a non-executive
                                          Director of the seventh session of the Board;
 2.04                                     To consider and approve the election of Mr. Patrick Healy as a non-executive
                                          Director of the seventh session of the Board.
 3.00 To consider and approve the election of independent non- executive
 Directors of the seventh session of the Board:
 3.01                                     To consider and approve the election of Mr. Xu Niansha as an

                                          independent non-executive Director of the seventh session of the Board;
 3.02                                     To consider and approve the election of Mr. He Yun as an independent
                                          non-executive Director of the seventh session of the Board;
 3.03                                     To consider and approve the election of Ms. Winnie Tam

                                          Wan-chi as an independent non-executive Director of the seventh session of the
                                          Board;
 3.04                                     To consider and approve the election of Mr. Gao Chunlei as an independent
                                          non-executive Director of the seventh session

                                          of the Board.

 

 

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.

11.   "Cumulative voting system" will be used in respect of resolutions no.
2.00 and no. 3.00 whereas other resolutions will be voted by normal voting.

No ballot will be cast "For", "Against" or "Abstain" in cumulative voting. You
are requested to fill in the corresponding voting right in the "cumulative
voting" column against the name of each candidate.

When adopting the cumulative voting method for electing directors as proposed
in resolutions no. 2.00 and no. 3.00, each of the shares held by a shareholder
shall carry the same number of votes corresponding to the number of directors
to be elected. A shareholder may exercise his voting rights by splitting his
votes evenly for each of the candidates of directors corresponding to the
number of shares he holds; or by casting all his votes carried by each of his
shares corresponding to the number of directors to be elected for a particular
candidate of directors; or by casting a portion of his votes carried by each
of his shares corresponding to the number of directors to be elected for a
certain number of candidates of directors.

For example: in relation to resolution no. 3.00, under the cumulative voting
system, the maximum valid votes that a shareholder is entitled to cast for the
election of independent non-executive directors are calculated on the basis of
the total number of shares held by such shareholder times the number of
independent non-executive directors to be elected (4 persons). If such
shareholder holds 100 shares, then the maximum valid votes he can cast = 100
(the number of shares held by him) X 4 = 400. The shareholder could cast 400
votes evenly among 4 candidates, or to place all his votes on one particular
candidate, or to split his votes to several candidates.

Where the total number of votes cast by a shareholder for one or several of
the candidate(s) of directors is in excess of the number of votes carried by
the total number of shares held by him, the votes cast by the shareholder
shall be invalid, and the shareholder shall be deemed to have waived his
voting rights. Where the total number of votes cast for one or several
candidate(s) of directors by a shareholder is less than the number of votes
carried by the total number of shares held by such shareholder, the votes cast
by the shareholder shall be valid, and the voting rights attached to the
shortfall between the votes actually cast and the votes which the shareholder
is entitled to cast shall be deemed to have been waived by the shareholder.

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