NOTICE OF ANNUAL GENERAL MEETING

RNS Number : 4113B

Air China Ld

03 April 2013

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.

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 ("AGM") of Air China Limited (the
"Company") for the year ended 31 December 2012 will be held at 2:00 p.m. on Thursday, 23 May 2013
at The Conference Room, 29/F, Air ChinaBuilding, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC for
the following purposes:

ORDINARY RESOLUTIONS

1. To consider and approve the report of the board of directors(the "Board") of the Company for the year 2012;

2. To consider and approve the report of the supervisory committee of the Company for the year 2012;

3. To consider and approve the audited consolidated financial statements of the Company for the year
2012 prepared under the PRC Accounting Standards and the International Financial Reporting
Standards;

4. To consider and approve the profit distribution proposal and the dividends distribution proposal
for the year 2012 as recommended by the Board (including approving the appropriation of 10%
of the balance of the net profit of the Company of the year 2012 as set out in the financial statements prepared under the PRC Accounting Standards into the discretionary surplus reserve of the Company and the distribution of a cash dividend of RMB777 million, or RMB0.5935 (including tax) per ten shares based on the total number of 13,084,751,004 shares of the Company, for the year
2012 and to authorise the Board to implement such proposals;

5. To consider and approve the appointmentof KPMG as the Company's international auditor and
KPMG Huazhen (Special General Partnership) as the Company's domestic auditor and internal
control auditor respectively for the year ending 31 December 2013 and to authorise the management
of the Company to determine their remunerations for the year 2013;

SPECIAL RESOLUTIONS

To consider and approve the followingresolutions as special resolutions (items 6 to 8):

6. "THAT

(a) the authorisation of the Board of the Company to allot, issue and deal with additional shares
of the Company be and is hereby approved:

(1) subject to paragraph (3) of this resolution, the exercise by the Board of the Company during the Relevant Period (as defined in paragraph (4) of this resolution) of all the
powers of the Company to allot, issue and deal with additional A Shares and/or H
Shares of the Company (hereinafter referred to as "Shares") and to make or grant
offers, agreements and options which might require the exercise of such powers be
and is hereby generally and unconditionally approved;

(2) this approval shall authorise the Board of the Company during the Relevant Period to
make or grant offers, agreements and options which might require the exercise of such
powers after the end of the Relevant Period;

(3) the amount of additionalA Shares and H Shares (as the case may be) allotted, issued and
dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with
either separately or concurrently by the Board of the Company pursuant to the approval
in paragraph (1) of thisresolution shall not exceed 20% of each of the Company's
existing A Shares and H Shares (as the case may be) in issue at the date of passing this
resolution; and

(4) for the purpose of this resolution:

"Relevant Period" means the period from the passing of this resolution untilthe earlier of:

(i) the conclusionof the next annual general meeting of the Company;

(ii) the expirationof the 12 months period following the passing of this resolution; and

(iii) the revocation or variation of the authority given to the Board of the Company under this resolution by a special resolution of the Company's shareholders in
general meetings; and

(b) the Board of the Company be and is hereby authorised to increase the registered capital of the
Company to reflect the issue of Shares authorised under this resolution, and to make such
appropriate and necessary amendments to the Articles of Association of the Company as
they think fit to reflect such increases in the registered capital of the Company and to take
any other action and complete any formality required to effect such increase of the registered capital of the Company;"

7. "THAT the Board of the Company be and is hereby authorised, generally and unconditionally, to
issue, in one or multiple tranche(s), debt financing instruments within the permissible size under the applicable laws and regulations. Debt financing instruments include but are not limited to corporate
bonds, ultra-short- termcommercial papers, short-term commercial papers, mid-term notes, domestic non-public targeted debt financing instruments, overseas non-public targeted debt financing instruments and overseas bonds/notes denominated in RMB or foreign currencies;"

8. "THAT the revised Measures on Management of the Stock Appreciation Rights of the Company and
the Proposal for the Second Grant of theStock Appreciation Rights by the Company be and are hereby approved and the Board of the Company and the nomination and remuneration committee of
the Board be and is hereby authorised to implement, at its direction,the relevant matters relating to
the second grant of the stock appreciation rights, including but not limited to the determination of
scope of grant, incentiverecipients, quantity of grant, date of grant, period of validity, effective
arrangement, conditions of grant and effective performance conditions and all other matters."

By order of the Board

Air China Limited

Wang Changshun

Chairman

Beijing, PRC, 3 April 2013

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*.

* Independent non-executive director of the Company

Notes:

1. Closure of Register of Members

(i) Eligibility for attending the AGM

Holders of H Shares of the Company are advised that the register of members of the Company will close from Tuesday, 23
April 2013 to Thursday, 23 May 2013 (both days inclusive), during which time no transfer of H Shares of the Company
will be effected and registered. In order to qualify for attendance at the AGM, instruments of transfer accompanied by
share certificates and other appropriate documents must be lodged with the Company's H Share registrar, Computershare
Hong Kong Investor Services Limited at Shops 1712-1716, 17/F., Hopewell Centre, 183 Queen's Road East, Wan Chai,
Hong Kong, by 4:30 p.m. on Monday, 22 April 2013.

Shareholders of the Company whose names appear on the register of members of the Company on the close of business on
Monday, 22 April 2013 are entitledto attend the AGM.

(ii) Eligibility for receiving 2012 final dividends

The Board of the Company has recommended the paymentof a final dividendof RMB0.5935 (including tax) per ten shares for the year 2012. If the final dividend is payable by the passing of Resolution No. 4 by the shareholders, it will be paid to
shareholders whose names appear on the register of members ofthe Company at the close of business on Monday, 10 June
2013.

The register of members of the Company will be closed from Tuesday, 11 June 2013 to Sunday, 16 June 2013 (both dates inclusive) during which period no transfer of H shares of the Company will be registered. In order to be entitled to receive
the 2012 final dividends (if approved), all transfers of H shares of the Company accompanied by the relevant share
certificates and appropriate transfer forms must be lodged with the Company's H shares registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17/F., Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not later than 4:30 p.m. on Monday, 10 June 2013.

2. Notice of attendance

H Share shareholders who intend to attend the AGMshould complete and lodge the accompanying notice of attendance and return
it to the Company's H Share registrar on or before Friday, 3 May 2013. The notice of attendance may be delivered by hand, by post or by fax to the Company's H Share registrar Computershare HongKong Investor Services Limited, at 17M Floor, Hopewell
Centre, 183 Queen's Road East, Wan Chai, Hong Kong. Completion and return of the notice ofattendance do not affect the right
of a shareholder to attend the AGM. However, the failure to return the notice of attendance may result in an adjournment of the
AGM, if the number of shares carrying the right to vote represented by the shareholders proposing to attend the AGM by the
notice of attendance does not reach more than half of the total number of shares of the Company carrying the right to vote at the AGM.

3. Proxy

Every shareholder who has the right to attend and vote at the AGMis entitled to appoint one or more proxies, whether or not
they are members of the Company, to attend and vote on his behalf at the AGM.

A proxy shall be appointed by an instrument in writing. Such instrument shall be signed by the appointer or his attorney duly authorised in writing. If the appointer 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 authorised in writing. The instrument appointing the proxy shall be deposited at the
Company's H Share registrar for holders of H Shares not less than 24 hours before the time appointed for the holding of the
AGM. If the instrument appointing the proxy is signed by a person authorised by the appointer, the power of attorney or other
document of authority under which the instrument is signed shall be notarised. The notarised 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.

4. Other businesses

(i) The AGM is expectedto last for two hours. Shareholders and their proxies attending the meeting shall be responsible for
their own traveling and accommodation expenses.