Air China AGM Proxy

15 Apr 2008 07:01

Air China Ld15 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 (orat any adjournment thereof) of the Company to be held at 9:30 a.m. on 30 May2008 at The Conference Room, Air China Building, 36 Xiaoyun Road, ChaoyangDistrict, Beijing, PRC (the "Meeting") for the purpose of considering and, ifthought fit, passing the resolutions (the "Resolutions") as set out in thenotice convening 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 Resolutionsas hereunder indicated or, if no such indication is given, as my/our votingproxy 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 whichthis proxy form relates. If no number is inserted, this form of proxy will bedeemed 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 toappoint 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 theChairman of the Meeting is preferred, please strike out the words "the Chairmanof 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 "theChairman of the meeting...and/or" are not deleted, those words and referencesshall be deemed to have been deleted. 5. If you appoint more than one proxy, the voting rights may only beexercised by way of poll. 6. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION TICK IN THE BOXMARKED "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 casthis vote at his discretion. On a show of hands, a member is entitled to onevote. On a poll, a member is entitled to one vote for every fully-paid shareheld and a member entitled to more than one vote need not use all his votes inthe same way. A tick in the relevant box indicates that the votes attached toall the shares stated above as held by you will be cast accordingly. The totalnumber of shares referred to in the two boxes for the same resolution cannotexceed the number of Shares stated above as held by you. Where numbers arereferred to in both boxes for the same resolution, the voting proxy will vote ona show of hands according to the box with the larger number or, in case of anequal number in both boxes, the voting proxy will cast his vote at hisdiscretion. 7. This form of proxy must be signed by you or your attorney dulyauthorised in writing, or in the case of a corporation, must be either underseal or under the hand of a director or attorney duly authorised. If this formof proxy is signed by your attorney, the power of attorney or other document ofauthorisation must be notarised. 8. In order to be valid, this form of proxy, together with the notarisedcopy of the power of attorney or other document of authorisation (if any) underwhich it is signed, for holders of H Shares, must be delivered to the Company'sH Share registrar, Computershare Hong Kong Investor Services Limited, Room1806-1807, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, not lessthan 24 hours prior to the time appointed for holding the Meeting (or anyadjournment thereof). For holders of A Shares, the above documents must bedelivered to the Secretariat of the Board of Directors of the Company within thesame period. 9. Completion and delivery of a form of proxy will not preclude you fromattending and/or voting at the Meeting (or any adjournment thereof) if you sowish. 10. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THEPERSON(S) WHO SIGN(S) IT. 11. To attend and represent the shareholder(s) at the Meeting, theproxy so appointed must produce beforehand his identification document and anypower 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. This information is provided by RNS The company news service from the London Stock Exchange