Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.
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 EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the "EGM") of Air China Limited (the "Company") will be held at 11:30 a.m. on Thursday, 5 December 2024 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 indicated, capitalised terms used herein shall have the same meaning as those defined in the circular of the Company dated 18 November 2024 (the "Circular").
ORDINARY RESOLUTIONS
1. To consider and approve the resolutions on the continuing related (connected) transactions between the Company and CNAHC and its subsidiary:
1.01 To consider and approve the resolution on the renewal of the Government Charter Flight Service Framework Agreement between the Company and CNAHC and the application for the annual transaction caps for 2025 to 2027.
1.02 To consider and approve the resolution on the entering into of the New Properties Leasing Framework Agreement between the Company and CNAHC and the application for the annual transaction caps for 2025 to 2027.
1.03 To consider and approve the resolution on the renewal of the Media Services Framework Agreement between the Company and CNAMC and the application for the annual transaction caps for 2025 to 2027.
1.04 To consider and approve the resolution on the entering into of the New Comprehensive Services Framework Agreement between the Company and CNAHC and the application for the annual transaction caps for 2025 to 2027.
2. To consider and approve the resolution on the renewal of the ACC Framework Agreement between the Company and Air China Cargo and the application for the annual transaction caps for 2025 to 2027.
By order of the Board
Air China Limited
Xiao Feng Huen Ho Yin
Joint Company Secretaries
Beijing, the PRC, 18 November 2024
As at the date of this notice, the directors of the Company are Mr. Ma Chongxian, Mr. Wang Mingyuan, Mr. Cui Xiaofeng, Mr. Patrick Healy, Mr. Xiao Peng, 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 and eligibility for attending and voting at the EGM
Holders of H Shares of the Company are advised that the H Share register of members of the Company will be closed from Monday, 2 December 2024 to Thursday, 5 December 2024 (both days inclusive), during which time no transfer of shares will be effected and registered. In order to qualify for attendance and voting at the EGM, 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 Friday, 29 November 2024.
H Shareholders whose names appear on the register of members of the Company at the close of business on Friday, 29 November 2024 are entitled to attend and vote at the EGM.
2. Proxy
Every Shareholder who has the right to attend and vote at the EGM 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 EGM.
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 EGM (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 EGM is expected to last for no more than a half of a business 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) 2862 8628
Fax No.: (852) 2865 0990
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