Revised Proxy for EGM
AIR CHINA LIMITED
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 00753)
REVISED PROXY FORM FOR EXTRAORDINARY 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 ofAir 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 extraordinary general meeting (or at any adjournment thereof) of the Company to be held at 2:00 p.m. Thursday,
29 April 2010 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 the supplemental notice to the Meeting; and (b) at the Meeting (or at any adjournmentthereof) to vote for me/us and in my/our name(s) in respect of the Resolutions as hereunder indicatedor, if no such indication is given, asmy/our voting proxy thinks fit.
ORDINARY RESOLUTIONS FOR((Note 5) AGAINST((Note 5)
1 Resolutionon the Company's Satisfaction of the Requirements in relation to the A Share Issue
2 Resolutionon the Feasibility Study Report for the Use of Proceeds from the A Share Issue of the Company
3 Resolutionon the Report on the Use of Proceeds from Previous Fundraising Activities of the Company
4 Resolutionon Approval of the shareholding restructuring project of Air China Cargo Co., Ltd.
SPECIAL RESOLUTIONS FOR(Note 5) AGAINST(((Note 5)
5 ResolutionConcerning the A Share Issue and the H Share Issue of the Company
5.1 Share Types and Nominal Value
5.2 Method of Issue
5.3 Target Subscriber and Subscription Method
5.4 Offering Size
5.5 Pricing Base Day and Issue Price
5.6 Lock-up Period
5.7 Place of Listing
5.8 Use of Proceeds
5.9 Accumulated Profit Arrangement
5.10 Effectiveness of the Resolution Approvingthe A Share Issue and the H Share Issue
6 Resolution on the Share Subscription Agreementsbetween the Company and Specific Subscribers
7 Resolution Concerning the Authorization Given to the Board for Handling All Relevant Matters Regarding the A Share Issue and the H Share Issue
Dated this day of , 2010 Signature(Note 6)
Notes:
1. Please insert the number of shares registeredin your name(s) to which this proxy form relates. If no number is inserted, this Revised Proxy Form 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 registeredin 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 proxyother than the Chairman of the Meeting is preferred, please strikeout 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 theMeeting) are named asproxies and the words "the Chairman of themeeting...and/or" are not deleted,those words and references shall be deemed to have been deleted.
5. 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 completethe 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 indicatesthat 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.
6. This Revised Proxy Form must be signed by you or your attorney duly authorised inwriting, or in the case of a corporation, must be either under seal or under the hand of a director or attorneyduly authorised. If this Revised Proxy Form is signed by your attorney, the power of attorneyor other document of authorisation must be notarised.
7. In order to be valid, this Revised Proxy Form, together with the notarisedcopy of the power of attorney or other document of authorisation (if any) under which it is signed, for holders of H Shares, must be deliveredto the Company's H Share registrar, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, not less than 24 hours prior to the time appointedfor holding the Meeting (or any adjournment thereof).
8. Completionand delivery of the Original Proxy Form and/or the Revised Proxy Form will not preclude shareholders from attending and/or voting at the Meeting (or any adjournment thereof) if so wished.
9. A Shareholder whohas not yet lodged completedand returned the Original Proxy Form is requested to complete and return the Revised ProxyForm if he or she wishes to appoint proxies to attend the Meeting onhis or her behalf. In this case, the Original Proxy Form should not be returned.
10. A Shareholder who has already completed and returned the Original Proxy Form properly should note that:
(a) If no Revised Proxy Form is completedand returned properly, the Original Proxy Form will be treated as a valid proxy form returned by him or her if correctly completed. The proxy so appointed by the Shareholder will be entitled to vote at his or her discretion or to abstain on any resolution properly put to the Meeting.
(b) If the Revised Proxy Form is lodged in accordancewith the instructions printed thereon, the Revised Proxy Form will revoke and supersede the Original Proxy Form previously returned by him or her. The Revised Proxy Form will be treated as a valid proxy form returnedby the Shareholder if correctly completed.
(c) If the Revised ProxyForm is returned after the closing time set out in the EGMNotice and in the Revised ProxyForm, the Revised Proxy Formwill be invalid. However, it willrevoke the Original Proxy Form previously returned by the Shareholder, and any vote that may be cast by the purportedproxy (whether appointed under the Original Proxy Form or the Revised Proxy Form) will not be counted in any poll which may be taken on a proposed resolution. Accordingly, Shareholders are advised not to return the Revised Proxy Form after the specified closing time. If such Shareholders who have returnedthe Revised Proxy Form after the specified closing time wish to vote at the Meeting, they will have to attend in person and vote at the Meeting themselves.
11. ANY ALTERATION MADE TO THIS REVISED PROXY FORM MUST BE INITIALLEDBY THE PERSON(S) WHO SIGN(S) IT.
12. To attend and representthe shareholder(s) at the Meeting, the proxy so appointed must produce beforehand his identification document and any power of attorneyduly signed by his appointor(s) or the legal representative(s) of his appointor(s). The power of attorney must state the date of issuance.
13. For ordinaryresolutions numbered 1, 2 and 3 and specialresolutions numbered 5, 6 and 7, details of the relevanttransactions are set out in the circularof the Company dated 15 March2010, and for ordinary resolution numbered 4, details of the transaction are set out in the circular of the Company dated 7 April 2010.
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