SUPPLEMENTAL NOTICE OF EGM
Hong Kong Exchangesand Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contentsof this notice, make no representation as to its accuracyor completeness and expressly disclaimany liability whatsoeverfor 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 Republicof China with limited liability)
(Stock Code: 00753)
SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING
Reference is made to the notice of the extraordinary general meeting of Air China Limited (the"Company") dated 5 November 2012 (the "Former EGM Notice") which sets out the resolutions to be considered by shareholders at the extraordinary general meeting to be held at 2:00 p.m. on 20 December 2012 at The Conference Room, 29/F, Air China Building, 36 Xiaoyun Road, ChaoyangDistrict, Beijing, PRC (the "EGM").
SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the EGM, which will be held as originally scheduled, will consider and, if thought fit, pass the following ordinary resolutions in additionto the resolutions set out in the Former EGM Notice:
Ordinary Resolutions:
3. To consider and approve the appointmentof Deloitte Touche Tohmatsu CPA Ltd. as the Company's internal control auditor for the year 2012 to audit the effectiveness of the Company's internal control for the year 2012 and to issue the internalcontrol audit report, and the authorisation to the managementof the Company to determine the remuneration of Deloitte Touche Tohmatsu CPA Ltd. for conducting its internal control audit for the year 2012.
4. To consider and approve the resolutions concerning the entry into continuing connected transaction agreements for the three years from 1 January 2013 to 31 December 2015 and their respective annual caps:
(1) approve the Company to enter into with the followingparties and effect the following connected transaction agreements: (1) with CNAHC, theProperties Leasing Agreement,the Sales Agency Services FrameworkAgreement, the Comprehensive Services Agreement and the Charter Flight ServiceFramework Agreement; (2) with CNAF, the Financial Services Agreement; (3) with CNAMC, the Advertising Services Framework Agreement; and (4) with CNACD, the Construction Project Management Agreement.
(2) approve that, for each of the three years ending 31 December 2013, 2014 and 2015,
(a) the annual cap for the aggregate amount of rent payable to CNAHC Group by the Company andits subsidiaries under theProperties Leasing Agreement of RMB120 million, RMB138 million and RMB150 million, respectively;
(b) the annual cap for the aggregatesales revenue of airline tickets and cargo spaceby the Company and its subsidiaries to CNAHC Group under the SalesAgency Services Framework Agreement of RMB270 million, RMB324 million and RMB388.8 million, respectively;
(c) the annual cap for theaggregate amount payable to CNAHC Groupby the Company and its subsidiaries under the Comprehensive Services Agreement of RMB950 million, RMB1,045 million and RMB1,150 million, respectively;
(d) the annual cap for the aggregateamount receivable by the Company in respect of charter flight services under the Charter Flight Service Framework Agreement of RMB900 million, RMB900 million and RMB900 million, respectively;
(e) the maximum daily balance of deposits (including accrued interest) placed by the Company and its subsidiaries with CNAF of RMB4 billion andthe maximum daily balance of loans and other credit services granted by CNAF to the Company and its subsidiaries of RMB4.5 billion under theFinancial Services Agreement;
(f) the annual cap for the aggregate amount payable to CNAMC by the Company under the Advertising Services Framework Agreement of RMB138 million, RMB151.8 million and RMB167 million, respectively.
By order of the Board
Air China Limited
Rao Xinyu Tam Shuit Mui
Joint Company Secretaries
Beijing, the PRC, 4 December2012
Notes:
(1) A revised form of proxy is enclosed with this notice. Whether or not you are able to attend the EGM, you are requested to complete the accompanying revised form of proxy in accordancewith the instructions printed thereon and return the same to the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong as soon as practicable and in any event not less than 24 hours before the time appointed forthe holding of the Meeting or any adjournment thereof (as the case may be). Completion and return of the revised form of proxy willnot preclude the shareholders of the Company from attending and voting in person at the EGM or any adjournment thereof.
(2) Please refer to the Former EGM Notice for details in respect of the eligibility for attending the EGM, proxy, registration procedures, closure of register of members and other relevant matters.
(3) Please refer to the notice of attendanceof the EGM of the Company in respect of the timing and address for attending the EGM and other relevant matters.
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
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