SECOND NOTICE OF EXTRAORDINARY GENERAL MEETING

RNS Number : 0151F

Air China Ld

11 June 2012

Hong Kong Exchangesand Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

AIR CHINA LIMITED

(a joint stock limited company incorporated in the People's Republicof China with limited liability)

(Stock Code: 00753)

SECOND NOTICE OF EXTRAORDINARY GENERAL MEETING

Reference is made to the notice dated 8 May 2012 of the extraordinary general meeting (the"EGM") of Air China Limited (the "Company") to be held on Tuesday, 26 June 2012.

Pursuant to Article 68 of the articles of association of the Company, the Companyhereby gives further notice to the shareholders of the Company that the EGM will be held at 2:00 p.m. on 26 June 2012 at the Conference Room, 29/F, Air China Building, 36 Xiaoyun Road, Chaoyang 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 announcement dated 27 April 2012 issued by the
Company.

Ordinary Resolutions:

1. To consider and approve thesatisfaction by the Company of therequirements for the

Non-public A Share Issue.

In accordancewith the relevant provisions of laws and regulations including the Company Law of the People's Republic of China, theSecurities Law of the People's Republic of China, the Administrative
Rules Governing Issue of Securities by Listed Companies and the Implementation Rules Concerning the
Non-public Issuance of Securities by Listed Companies, and after self inquiry by the Company, the Company is able to satisfy the requirements in relation to the Non-public A Share Issue.

Special Resolutions:

2. To considerand approve each of the following proposals concerning the Non-public

A Share Issue of the Company by the IndependentShareholders:

(1) Class of Shares and Nominal Value
(2) Method of Issue

(3) Target Subscriber and Subscription Method

(4) Use of Proceeds

(5) Pricing Base Day and Issue Price

(6) Offering Size

(7) Lock-up Period

(8) Place of Listing

(9) AccumulatedProfit Arrangement

(10) Effectivenessof the Resolution Approving the Non-public A Share Issue

3. To consider and approve the feasibilitystudy report on use of proceeds from the Non public A Share
Issue of the Company by the IndependentShareholders.

4. To considerand approve the report on use of proceeds from previous fund raising activities of the
Company by the Independent Shareholders.

5. To considerand approve the Share Subscription Agreement entered into by and between the Company
and CNAHC by the Independent Shareholders.

6. To considerand approve the authorisation given to the Board, the chairman of the Boardand/or any
other person authorised by the chairman of the Board to handle all relevant matters relating to the Non-public A Share Issue by the Independent Shareholders.

"To ensure a smooth and orderly implementation of the Non public A Share Issue by the Company
in accordance with laws and regulations including the Company Law of the People's Republic of
China and the SecuritiesLaw of the People's Republic of China and the articles ofassociation of the Company, the following be and are hereby approved:

(1) the Board, the chairman of the Board and/or any person authorisedby the chairman of the Board be and is hereby authorised to handle all matters relating to the share issue, including but not
limited to making specific determination on the method of issue, offering size, issue price, pricing
,target subscribers, timing of issuance and adjustment to the size of the issue as a result of any
adjustment to the issue price due to any ex-right or ex-dividend event in respect of the Non-publicA Share Issue;

(2) the Board, the chairman of the Board and/or any person authorisedby the chairman of the Board be and is hereby authorised to determine the engagement of intermediary agencies for the
Non-public A Share Issue, to deal with reporting matters, to prepare, produce, amend, refine and execute all documents and information relating to the Non-public A Share Issue, and to sign and deliver all such contracts, agreements and documents relating to the Non public A Share
Issue;

(3) in the case of any change in policies of regulatorybodies in relation to the Non-public A Share Issue, or any change of market conditions,except where voting at a general meeting is
required by any relevant laws and regulations, thearticles of association of the Company or any regulatory bodies, the Board, the chairman of the Board and/or any person authorised by the chairman of the Board be and is hereby authorised to make adjustments to the specific proposals for the Non-public A Share Issue;

(4) the Board, the chairman of the Board and/or any person authorisedby the chairman of the Board be and is hereby authorised to carry out fund verification procedures relating to the Non-public A Share Issue;

(5) the Board, the chairman of the Board and/or any person authorised by the chairman of the Board
be and is hereby authorised to establish adesignated account for the proceeds raised from the Non-public A Share Issue;

(6) the Board, the chairman of the Board and/or any person authorisedby the chairman of the Board
be and is hereby authorised to handle matters such as shareregistration, lock-up arrangements andlisting of the shares and to submit relevant documents upon completion of the Non-public A Share Issue;

(7) the Board, the chairman of the Board and/or any person authorisedby the chairman of the Board
be and is hereby authorised,upon completion of the Non public A Share Issue, to amend the
relevant provisionsin the articles of association of the Company and attend to relevant approval
proceduresand to handle registration regarding the alteration of the registered capital of the Company;

(8) the Board, the chairman of the Board and/or any person authorisedby thechairman of the Board be
and is hereby authorised to handle all other matters relating to the Non public A Share Issue; and

(9) the authorisations as set forth in items no. 4 to 7 above shall be effective from the date on which
this resolutionis approved at the EGM until the termination or expiry of the relevant matters, whilst
the authorisations underother items shall be effective from the date on which this resolutionis
approved at the EGM until the expirationof a 6-month period following theapproval from the CSRCof the Non-public A Share Issue."

By order of the Board

Air China Limited

Rao Xinyu Tam Shuit Mui

Joint Company Secretaries

Beijing, the PRC, 8 June 2012

As at the date of this notice, the directors of the Company are Mr. Wang Changshun, 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*.