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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)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that an annual general meeting (the "AGM") of Air China Limited (the "Company") for the year ended 31 December 2022 will be held at 11:00 a.m. on Thursday, 25 May 2023 at The Conference Room C713, No. 30, Tianzhu Road, Airport Industrial Zone, Shunyi District, Beijing, the PRC to consider and, if thought fit, to pass the following resolutions. Unless otherwise defined, capitalized terms herein shall have the same meaning as defined in the circular (the "Circular") of the Company dated 3 May 2023.
ORDINARY RESOLUTIONS
1. the resolution on the 2022 work report of the Board
2. the resolution on the 2022 work report of the supervisory committee
3. the resolution on the financial reports for the year 2022
4. the resolution on the profit distribution proposal for the year 2022
5. the resolution on the unrecovered losses of the Company exceeding one-third of the total amount of its paid-up share capital
6. the resolution on the re-appointment of international auditor, domestic auditor and internal control auditor for the year 2023
7. the resolution on the entering into of the new Continuing Related Transactions Framework Agreement on Financial Services between the Company and CNAF and the application for the annual caps of the transactions thereunder for the years from 2023 to 2026
8. the resolution on the entering into of the new Continuing Related Transactions Framework Agreement on Financial Services between CNAHC and CNAF and the application for the annual caps of the transactions thereunder for the years from 2023 to 2026
9. the resolution on the entering into of the new Continuing Related Transactions Framework Agreement on Financial Services between Air China Cargo and CNAF and the application for the annual caps of the transactions thereunder for the years from 2023 to 2026
10. the resolution on the entering into of the Continuing Related Transactions Framework Agreement on Trademark License between the Company and CNAHC
SPECIAL RESOLUTION
11. the resolution on the grant of mandate to the Board of the Company to issue debt financing instruments
For details of the foregoing resolutions, please refer to the Circular.
By order of the Board
Air China Limited
Huang Bin Huen Ho Yin
Joint Company Secretaries
Beijing, the PRC, 3 May 2023
As at the date of this notice, the directors of the Company are Mr. Ma Chongxian, Mr. Wang Mingyuan, Mr. Feng Gang, Mr. Patrick Healy, Mr. Xiao Peng, Mr. Li Fushen*, Mr. He Yun*, Mr. Xu Junxin* and Ms. Winnie Tam Wan-chi*.
* Independent non-executive director of the Company
Notes:
1. Closure of Register of Members
Holders of H Shares of the Company are advised that the H share register of members of the Company will be closed from Thursday, 18 May 2023 to Thursday, 25 May 2023 (both days inclusive), during which time no transfer of H Shares will be effected and registered. In order to qualify for attendance and voting at the AGM, holders of H Shares shall lodge all instruments of transfer with the Company's H share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712- 1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, by 4:30 p.m. on Wednesday, 17 May 2023.
H shareholders whose names appear on the register of members of the Company on Thursday, 18 May 2023 are entitled to attend and vote at the AGM.
2. Proxy
Every shareholder who has the right to attend and vote at the AGM is entitled to appoint one or more proxies, whether or not they are members of the Company, to attend and vote on his/her behalf at the AGM.
A proxy shall be appointed by an instrument in writing. Such instrument shall be signed by the appointor or his attorney duly authorized in writing. If the appointor is a legal person, then the instrument shall be signed under a legal person's seal or signed by its director or an attorney duly authorized in writing. The instrument appointing the proxy for holders of H Shares shall be deposited at the Company's H share registrar not less than 24 hours before the time specified for the holding of the AGM (or any adjournment thereof). If the instrument appointing the proxy is signed by a person authorized by the appointer, the power of attorney or other document of authority under which the instrument is signed shall be notarized. The notarized power of attorney or other document of authority shall be deposited together and at the same time with the instrument appointing the proxy at the Company's H share registrar.
3. Other businesses
(i) The AGM is expected to last for no more than half of a working day. Shareholders and their proxies attending the meeting shall be responsible for their own traveling and accommodation expenses.
(ii) The address of Computershare Hong Kong Investor Services Limited is:
17M Floor
Hopewell Centre 183 Queen's Road East
Wanchai
Hong Kong
Tel No.: (852)28628628
Fax No.: (852)28650990
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