Form of Proxy for Annual Gene
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 in the share capital of Air China Limited (the 'Company') HEREBY APPOINT (Note 4)
the Chairman of the meeting and/or (Note 4)
of
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 2008.
2. To consider and approve the report of the Supervisory Committee of the Company for the year 2008.
3. To consider and approve the audited consolidated financial statements of the Company for the year 2008.
4. To consider and approve no dividends be distributed for the year 2008 as recommended by the Board of Directors
of the Company.
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 2009 and to authorise the Board of Directors to determine their remunerations.
6. To consider and approve the appointment of Mr. Cao Jianxiong as a non-executive director of the Company.
7. To consider and approve the appointment of Mr. Fu Yang as an independent non-executive director of the Company.
8. To consider and approve the procurement of Directors and Officers Liability Insurance for the directors,
supervisors, and senior management of the Company.
SPECIAL RESOLUTIONS FOR (Note 6) AGAINST (Note
9A. 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.
9B. 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 the General
Mandate.
10. To consider and approve the proposed amendments to the Articles of Association of the Company.
11. To consider and approve the proposed amendments to the Rules and Procedure of Shareholders' Meeting, Rules
and Procedure of Meetings of the Board of Directors and Rules and Procedure of Meetings of the Supervisory
Committee of the Company.
Dated this day of , 2009 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. 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.
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).
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.
Click on, or paste the following link into your web browser, to view the associated PDF document.
http://www.rns-pdf.londonstockexchange.com/rns/0798R_-2009-4-23.pdf
This information is provided by RNS
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