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 (BY WAY OF CUMULATIVE VOTING) | CUMULATIVE VOTING (Note 11) (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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