Air China AGM Proxy
Air China Ld
15 April 2008
(a joint stock limited company incorporated in the People's Republic of China
with limited liability)
(Stock Code: 753)
FORM OF PROXY FOR ANNUAL 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/A Shares (please delete
as appropriate) 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 annual general meeting (or
at any adjournment thereof) of the Company to be held at 9:30 a.m. on 30 May
2008 at The Conference Room, Air China Building, 36 Xiaoyun Road, Chaoyang
District, Beijing, PRC (the 'Meeting') for the purpose of considering and, if
thought fit, passing the resolutions (the 'Resolutions') as set out in 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 RESOLUTIONS FOR (Note 6) AGAINST (Note 6)
1. To consider and approve the report of the Board of Directors
of the Company for the year 2007.
2. To consider and approve the report of the Supervisory
Committee of the Company for the year 2007.
3. To consider and approve the audited consolidated financial
statements of the Company for the year 2007.
4. To consider and approve the profit distribution proposal and
the dividends distribution proposal for the year 2007 as
recommended by the Board of Directors of the Company and to
authorize the management of the Company to implement such
proposals.
5. To consider and approve the reappointment of Ernst & Young as
the Company's international auditors and Ernst & Young Hua
Ming CPAs Limited Company as the Company's domestic auditors
for the year ending 31 December 2008 and to authorise the
Board of Directors to determine their remunerations.
SPECIAL RESOLUTIONS FOR (Note 6) AGAINST (Note 6)
6A. To authorise the Board of Directors of the Company to exercise
the powers to allot, issue and deal with additional shares of
the Company and to make or grant offers, agreements and option
which might require the exercise of such powers in connection
with not exceeding 20% of each of the existing A Shares and H
Share in issue at the date of passing this resolution.
6B. To authorise the Board of Directors of the Company to increase
the registered capital and amend the Articles of Association
of the Company to reflect such increase in the registered
capital of the Company under above general mandate.
6C. To approve the proposed amendment to the Articles of
Association of the Company.
Dated this day of ,2008 Signature (Note 7)
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. If you appoint more than one proxy, the voting rights may only be
exercised by way of poll.
6. 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'. Failure to complete the boxes will entitle your voting proxy to cast
his vote at his discretion. On a show of hands, a member is entitled to one
vote. On a poll, 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. The total
number of shares referred to in the two boxes for the same resolution cannot
exceed the number of Shares stated above as held by you. Where numbers are
referred to in both boxes for the same resolution, the voting proxy will vote on
a show of hands according to the box with the larger number or, in case of an
equal number in both boxes, the voting proxy will cast his vote at his
discretion.
7. 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 notarised.
8. 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, Room
1806-1807, 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). For holders of A Shares, the above documents must be
delivered to the Secretariat of the Board of Directors of the Company within the
same period.
9. 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.
10. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE
PERSON(S) WHO SIGN(S) IT.
11. 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.
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