Last checked at 8 May 2013 07:00
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AIR CHINA LIMITED
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 00753)
SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING
Reference is made to the notice of the annual general meeting of Air China Limited (the "Company") dated 3 April 2013 (the "Former AGM Notice") which sets out the resolutions to be considered by shareholders at the annual general meeting for the year ended 31 December 2012 to be held at 2:00 p.m. on Thursday, 23 May 2013 at The Conference Room, 29/F, Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC (the "AGM").
SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the AGM, which will be held as originally scheduled, will consider and, if thought fit, pass the following ordinary resolution in addition to the resolutions set out in the Former AGM Notice:
ORDINARY RESOLUTION
9. To consider and approve the resolution in relation to the provision of guarantee by the Company for the financing to be obtained by Air China Cargo Co., Ltd. ("Air China Cargo"), a subsidiary of the Company, for its purchase of 8 B777-200F freighters:
(1) "THAT the Company be and is hereby approved to provide a guarantee, together with Cathay Pacific Airways Limited (the other shareholder of Air China Cargo), for the financing of the advance payment and the purchase price for 8 B777-200F freighters to be acquired by Air China Cargo in accordance with their respective shareholding in Air China Cargo (i.e. 51% and 49%) with the aggregate amount of guarantee to be provided by the two shareholders in respect of the advance payment and the purchase price for the purchase of aircraft being not more than US$407 million (or its RMB equivalent) and US$1.45 billion (or its RMB equivalent), respectively, and the term of guarantee in respect of each freighter being consistent with relevant financing documents; and
(2) the management of the Company be and is hereby authorised to deal with all matters relating to the provision of guarantee by the Company".
By order of the Board
Air China Limited
Wang Changshun
Chairman
Beijing, the PRC, 7 May 2013
Notes:
(1) A revised form of proxy is enclosed with this notice. Whether or not you are able to attend the AGM, you are requested to complete the accompanying revised form of proxy in accordance with 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 for the holding of the AGM or any adjournment thereof (as the case may be). Completion and return of the revised form of proxy will not preclude the shareholders of the Company from attending and voting in person at the AGM or any adjournment thereof.
(2) Please refer to the Former AGM Notice for details in respect of the eligibility for attending the AGM, proxy, registration procedures, closure of register of members and other relevant matters.
(3) Please refer to the notice of attendance of the AGM of the Company in respect of the timing and address for attending the AGM 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