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中國國際航空股份有限公司
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 (the "Notice of AGM") of Air China Limited (the "Company") dated 4 April 2019 which sets out the resolutions to be considered by shareholders of the Company ("Shareholders") at the annual general meeting to be held at 11:00 a.m. on Thursday, 30 May 2019 at the Conference Room C713, No. 30, Tianzhu Road, Airport Industrial Zone, Shunyi District, Beijing, the PRC (the "AGM").
In order to strengthen the performance incentives of the independent non-executive directors of the Company, according to their workload and the actual situation of the Company and making reference to the current overall market conditions as well as the compensation level of the independent non- executive directors set by listed companies with total assets similar to those of the Company and peers within the same industry, the board of directors of the Company (the "Board") considered and approved a proposal to adjust the remunerations of independent non-executive directors of the Company from RMB150,000 (before tax) per annum per person to RMB200,000 (before tax) per annum per person with retrospective effect from 1 January 2019 (if the policies of State-owned Assets Supervision and Administration Commission of the State Council provide otherwise, such policies shall be followed). China National Aviation Holding Corporation Limited, the controlling Shareholder of the Company, has submitted an extraordinary proposal to the Board in relation to the adjustment of remunerations of independent non-executive directors of the Company. In accordance with the relevant laws and regulations and the Company's articles of association, the Board hereby presents such extraordinary proposal at the AGM for consideration and approval by Shareholders.
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 proposed by the controlling Shareholder, in addition to the resolutions set out in the Notice of AGM:
ORDINARY RESOLUTION
8. To consider and approve the adjustment of remunerations of independent non-executive directors of the Company to RMB200,000 (before tax) per annum per person with retrospective effect from 1 January 2019 (if the policies of State-owned Assets Supervision and Administration Commission of the State Council provide otherwise, such policies shall be followed).
By Order of the Board
Air China Limited
Zhou Feng
Tam Shuit Mui
Joint Company Secretaries
Beijing, the PRC, 15 May 2019
Notes:
(1) A revised form of proxy is enclosed with this supplemental notice. Whether or not you are able to attend the AGM, please 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 Notice of AGM for details of other resolutions to be proposed at the AGM, the eligibility for attending the AGM, proxy, registration procedures, closure of register of members and other relevant matters.
As at the date of this supplemental notice, the directors of the Company are Mr. Cai Jianjiang, Mr. Song Zhiyong, Mr. Xue Yasong, Mr. John Robert Slosar, Mr. Wang Xiaokang*, Mr. Liu Deheng*, Mr. Stanley Hui Hon-chung* and Mr. Li Dajin*.
* Independent non-executive director of the Company
