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AIR CHINA LIMITED
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 00753)
SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING
Reference is made to the notice of the extraordinary general meeting dated 10 October 2011 (the "EGM Notice") which sets out the ordinary resolution to be considered by shareholders at the extraordinary general meeting (the "EGM") to be held at the Conference Room, Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC at 10:00 a.m. on 25 November 2011.
Reference is also made to the announcement dated 27 October 2011 issued by the Company in respect of, among others, the continuing connected transactions between the Company and Air China Cargo Co., Ltd. ("Air China Cargo") (the "Transactions") (the "Announcement") and the circular of the Company dated 10 November 2011 in respect of the same subject matter (the "Circular"), which calls for the approval to the Transactions and the relevant annual caps by the independent shareholders of the Company by way of poll at the EGM. Cathay Pacific Airways Limited, being a substantial shareholder of the Company and Air China Cargo, together with its associates, will abstain from voting on the Transactions and the relevant annual caps at the EGM. Unless otherwise indicated, capitalised terms used in this notice shall have the same meaning as those defined in the Circular.
SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the EGM, which will be held as originally scheduled, will consider and, if thought fit, pass the following by way of an ordinary resolution in addition to the resolution set out in the EGM Notice.
ORDINARY RESOLUTION
To consider and approve: the continuing connected transactions between the Company and Air China Cargo Co., Ltd.; the annual caps for the aggregate amount payable by Air China Cargo Co., Ltd. to the Company pursuant to such continuing connected transactions for the years ending 31 December 2011, 2012 and 2013, being RMB5.6 billion, RMB6.3 billion and RMB7.7 billion, respectively; and the annual caps for the aggregate amount payable by the Company to Air China Cargo Co., Ltd. pursuant to the same continuing connected transactions for the years ending 31 December 2011, 2012 and 2013, being RMB46.0 million, RMB46.0 million and RMB46.0 million, respectively.
By order of the Board
Air China Limited
Chairman
Kong Dong
Beijing, the PRC, 10 November 2011
Notes:
(1) A revised proxy form is enclosed with this notice. The form of proxy dispatched together with the EGM Notice (the "Original
Proxy Form") is superseded by this revised proxy form.
(2) Please refer to the EGM Notice for details in respect of the other resolution to be passed at the EGM, eligibility for attending the EGM, proxy, registration procedures, closure of register of members and other relevant matters.
(3) Please refer to the notice of attendance of the EGM of the Company dated 10 October 2011 in respect of the timing and address for attending the EGM and other relevant matters.
As at the date of this notice, the directors of the Company are Mr. Kong Dong, Ms. Wang Yinxiang, Mr. Cao Jianxiong, Mr. Sun Yude, Mr. Christopher Dale Pratt, Mr. Ian Sai Cheung Shiu, Mr. Cai Jianjiang, Mr. Fan Cheng, Mr. Fu Yang*, Mr. Li Shuang*, Mr. Han Fangming* and Mr. Yang Yuzhong*.
* Independent non-executive Director of the Company