THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in BOC Aviation Limited , you should at once hand this circular and the accompanying proxy form to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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BOC AVIATION LIMITED 中銀航空租賃有限公司 *

(Incorporated in the Republic of Singapore with limited liability)

Stock Code: 2588

NOTICE OF ANNUAL GENERAL MEETING AND

PROPOSALS FOR

RE-ELECTION OF DIRECTORS, GENERAL MANDATES TO REPURCHASE AND TO ISSUE SHARES, AND AIRCRAFT PURCHASE MANDATE

A notice convening the annual general meeting of BOC Aviation Limited to be held at Chatham Room, Level 7, Conrad Hotel Pacific Place, 88 Queensway, Hong Kong on Wednesday, 31 May 2017 at 9:30 a.m. (registration will begin at 9:15 a.m.) is set out on pages 5 to 9 of this circular.

Whether or not you are able to attend the annual general meeting, you are advised to read the notice and to complete and return the accompanying proxy form, in accordance with the instructions printed thereon, to the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, as soon as possible, and in any event not less than 48 hours before the time appointed for the holding of the annual general meeting or adjourned meeting (as the case may be). Completion and return of the proxy form will not preclude you from attending and voting in person at the annual general meeting (or any adjournment thereof) if you so wish.

For identification purposes only

26 April 2017

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Business of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Appendix I – Information on Directors for Re-election . . . . . . . . . . . . . .	17
Appendix II – Explanatory Statement on Share Repurchase Mandate . .	20
Appendix III – Information Regarding the Aircraft Purchase Mandate. . .	23
Appendix IV – Frequently Asked Questions on Voting and AGM . . . . . . .	28

– i –

DEFINITIONS

In this circular, the following expressions have the meanings set out below unless the context requires otherwise:

“AGM” or “Meeting”

the annual general meeting of the Company to be held at Chatham Room, Level 7, Conrad Hotel Pacific Place, 88 Queensway, Hong Kong on Wednesday, 31 May 2017 at 9:30 a.m., to consider and, if appropriate, to approve the resolutions contained in the notice of annual general meeting set out on pages 5 to 9 of this circular, or any adjournment thereof

“Aircraft Purchase Mandate”
a general mandate proposed to be granted to the Directors to purchase new aircraft from Airbus S.A.S. and The Boeing Company contained in item 9 of the notice of AGM as set out on pages 8, 16 and 23 to 27 of this circular
“Board”
the board of Directors
“BOC” or “Bank of China”
Bank of China Limited (中國銀行股份有限公司), a joint stock limited company incorporated in the PRC, the H-shares and A-shares of which are listed on the Stock Exchange and the Shanghai Stock Exchange, respectively, and the ultimate controlling shareholder of the Company
“Company”
BOC Aviation Limited, a company incorporated under the laws of Singapore with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange
“Constitution”
the constitution of the Company adopted on 12 May 2016 and which became effective on 1 June 2016
“Directors”
the directors of the Company
“Group”
the Company and its subsidiaries
“Latest Practicable Date”
19 April 2017, being the latest practicable date prior to the printing of this circular for ascertaining certain information referred to in this circular
“Listing Rules”

the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

– 1 –

DEFINITIONS

“SFO”

the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended or supplemented from time to time
“Share(s)”

ordinary share(s) in the share capital of the Company

“Share Issue Mandate”
a general mandate proposed to be granted to the Directors to allot, issue or deal with additional Shares of not exceeding 20% of the total number of Shares in issue as at the date of passing of the proposed ordinary resolution contained in item 7 of the notice of the AGM as set out on pages 6 to 7 and 14 to 15 of this circular
“Share Repurchase Mandate”
a general mandate proposed to be granted to the Directors to repurchase Shares on the Stock Exchange of not exceeding 10% of the total number of Shares in issue as at the date of passing of the proposed ordinary resolution contained in item 6 of the notice of the AGM as set out on pages 5 to 6 and 13 to 14 of this circular
“Shareholder(s)” holder(s) of Share(s)
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“Takeovers Code”
the Hong Kong Code on Takeovers and Mergers
“Terms and Conditions” the terms and conditions of the Aircraft Purchase Mandate
“US$” United States dollars, the lawful currency of the United States of America

– 2 –

LETTER FROM THE BOARD

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BOC AVIATION LIMITED 中銀航空租賃有限公司 *

(Incorporated in the Republic of Singapore with limited liability)

Stock Code: 2588

Chairman and Non-executive Director:

CHEN Siqing

Executive Directors:

Registered Office and Principal Place of Business in Singapore:

8 Shenton Way, #18-01 Singapore 068811

Robert James MARTIN (Managing

Director & Chief Executive Officer) WANG Genshan (Vice Chairman & Deputy Managing Director)

Place of Business in Hong Kong:

Level 54, Hopewell Centre 183 Queen’s Road East, Hong Kong

Non-executive Directors:

GAO Zhaogang LI Mang LIU Chenggang ZHU Lin

Independent Non-executive Directors:

DAI Deming FU Shula

Antony Nigel TYLER YEUNG Yin Bernard

26 April 2017

To the Shareholders

Dear Sir or Madam,

On behalf of the Board, it is my pleasure to invite you to attend the annual general meeting of BOC Aviation Limited to be held on Wednesday, 31 May 2017 at 9:30 a.m. at Chatham Room, Level 7, Conrad Hotel Pacific Place, 88 Queensway, Hong Kong.

The notice of the AGM is set out on pages 5 to 9. Information regarding the business to be considered at the AGM is set out on pages 10 to 16. If you are unable to attend the AGM in person, I encourage you to appoint a proxy to attend and vote on your behalf at the AGM.

For identification purposes only

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LETTER FROM THE BOARD

The Board considers that the proposed resolutions as set out in the notice of the AGM are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board recommends you to vote in favour of all the resolutions at the AGM.

Your participation at the AGM is welcome and my fellow Directors and I look forward to meeting you at the AGM.

Yours faithfully, On behalf of the Board BOC Aviation Limited Chen Siqing Chairman

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NOTICE OF ANNUAL GENERAL MEETING

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BOC AVIATION LIMITED 中銀航空租賃有限公司 *

(Incorporated in the Republic of Singapore with limited liability) Stock Code: 2588

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the “Meeting”) of shareholders of BOC Aviation Limited (the “Company”) will be held on Wednesday, 31 May 2017 at 9:30 a.m. at Chatham Room, Level 7, Conrad Hotel Pacific Place, 88 Queensway, Hong Kong for the purpose of transacting the following business:

To receive and adopt the audited consolidated financial statements for the year ended 31 December 2016 together with the Directors’ statement and Auditor’s report.
To declare a final dividend for the year ended 31 December 2016.
To re-elect Directors.
To authorise the Board of Directors or any duly authorised Board Committee to fix the remuneration of the Directors for the year ending 31 December 2017.
To re-appoint Messrs. Ernst & Young LLP as Auditor and to authorise the Board of Directors or any duly authorised Board Committee to fix their remuneration for the year ending 31 December 2017.

To consider and, if thought fit, pass the following resolutions as Ordinary Resolutions:

ORDINARY RESOLUTIONS

“THAT
(A) subject to paragraph (B) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to purchase shares in the capital of the Company (the “Shares”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or any other stock exchange recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange in accordance with all applicable laws including the Code on Share Buy-backs and the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”) as amended from time to time be and is hereby generally and unconditionally approved;
For identification purpose only

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NOTICE OF ANNUAL GENERAL MEETING

(B) the aggregate number of Shares which may be purchased or agreed conditionally or unconditionally to be purchased by the Directors pursuant to the approval in paragraph (A) above shall not exceed 10 per cent of the total number of Shares in issue at the date of passing this Resolution, and the said approval shall be limited accordingly;
(C) the purchase price may be determined by the Directors provided the purchase price shall not be 5% or more than the average closing market price for the five preceding trading days on which the Shares were traded on the Stock Exchange, and otherwise in accordance with all applicable laws and the requirements of the Listing Rules; and
(D) for the purpose of this Resolution:

“Relevant Period” means the period from the passing of this Resolution until the earliest of:

  - (1) the conclusion of the next annual general meeting of the Company;

  - (2) the expiry of the period within which the next annual general meeting of the Company is required by the Company’s Constitution (the “Constitution”) or any applicable laws to be held; and

  - (3) the revocation or variation of the authority given to the Directors under this Resolution by ordinary resolution of the Company’s shareholders in general meeting.”

“THAT:
(A) subject to paragraph (C) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with shares in the capital of the Company (the “Shares”) or securities convertible into Shares or options, warrants or similar rights to subscribe for Shares or such convertible securities and to make or grant offers, agreements or options which would or might require the exercise of such powers during or after the end of the Relevant Period be and are hereby generally and unconditionally approved;
(B) (notwithstanding that the authority conferred by this Resolution may have ceased to be in force) the approval in paragraph (A) shall authorise the Directors to allot, issue and deal with Shares in pursuance to securities, offers, agreements or options allotted, issued, dealt with, made or granted by the Directors during the Relevant Period;
(C) the aggregate number of Shares allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approval

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NOTICE OF ANNUAL GENERAL MEETING

in paragraph (A), otherwise than pursuant to (i) a Rights Issue (as defined below), (ii) the exercise of options granted under any share option scheme adopted by the Company (if any), (iii) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Constitution or (iv) a specific authority granted by the Shareholders in general meeting, shall not exceed the aggregate of (aa) 20 per cent of the total number of Shares in issue at the date of passing this Resolution, plus (bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the aggregate number of Shares repurchased by the Company subsequent to the passing of this Resolution (up to a maximum number equivalent to 10 per cent of the total number of Shares in issue at the date of passing this Resolution), and the said approval shall be limited accordingly; and

(D) for the purposes of this resolution:

“Relevant Period” means the period from the passing of this resolution until the earliest of:

(1) the conclusion of the next annual general meeting of the Company;
(2) the expiry of the period within which the next annual general meeting of the Company is required by the Constitution or any applicable laws to be held; and
(3) the revocation or variation of the authority given to the Directors under this Resolution by ordinary resolution of the Company’s shareholders in general meeting; and

“Rights Issue” means an offer of shares open for a period fixed by the Directors to holders of Shares on the register of members on a fixed record date in proportion to their then holdings of such Shares on such record date (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any legal or practical restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company) and an offer, allotment or issue of Shares by way of rights shall be construed accordingly.”

“THAT the Directors be and are hereby authorised to exercise the powers of the Company referred to in paragraph (A) of Resolution 7 in respect of the share capital of the Company referred to in sub-paragraph (bb) of paragraph (C) of such resolution.”

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NOTICE OF ANNUAL GENERAL MEETING

“THAT the Directors be and are hereby authorised to purchase new aircraft on and subject to the Terms and Conditions of the Aircraft Purchase Mandate (terms defined in the circular to shareholders of the Company dated 26 April 2017 having the same meanings when used in this resolution).”

By Order of the Board BOC Aviation Limited Chan Victor Sun Ho Company Secretary

Hong Kong, 26 April 2017

Notes:

Pursuant to the Listing Rules, any vote of members at the Meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands). The results of the poll will be published on the websites of the Stock Exchange and the Company in accordance with the Listing Rules.
Any shareholder not a clearing house or its nominee(s) entitled to attend the Meeting is entitled to appoint not more than two proxies to attend instead of him/her but the proportion of the shareholding to be represented by each proxy shall be specified in the form of proxy. Any shareholder which is a clearing house or its nominee(s) entitled to attend the Meeting is entitled to appoint more than one proxy to attend the Meeting instead of it, but each proxy must be appointed to exercise the rights attached to a different share or shares held by such shareholder which number of shares shall be specified in the form of proxy. A proxy need not be a shareholder of the Company, but must attend the meeting in person in order to represent the shareholder. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. On a poll, every shareholder present in person or by proxy shall have one vote for each share which he holds or represents.
In order to be valid, the form of proxy shall be signed by the appointor or by his attorney or authorised signatory, and if it is signed by an attorney or authorised signatory, the power of attorney or other authority, under which it is signed or a certified copy thereof must be registered with the Company or deposited at the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for the holding of the Meeting or any adjournment thereof. Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the Meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
The register of members of the Company will be closed, for the purpose of determining shareholders’ entitlement to attend and vote at the Meeting, from Thursday, 25 May 2017 to Wednesday, 31 May 2017 (both days inclusive), during which period no transfer of shares will be registered. In order to qualify for attending and voting at the Meeting, shareholders should ensure that all transfer documents, accompanied by the relevant share certificates, are lodged with the Company’s Share Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not later than 4:30 p.m. on Wednesday, 24 May 2017.
The register of members of the Company will be closed, for the purpose of determining shareholders’ entitlement to the proposed final dividend, from Thursday, 8 June 2017 to Monday, 12 June 2017 (both days inclusive), during which period no transfer of shares will be registered. In order to qualify for the proposed final dividend, shareholders should ensure that all transfer documents, accompanied by the relevant share certificates, are lodged with the Company’s Share Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not later than 4:30 p.m. on Wednesday, 7 June 2017.

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NOTICE OF ANNUAL GENERAL MEETING

The full text of all Resolutions and all relevant information is set out in the Notice of Annual General Meeting which is included in the circular despatched to shareholders of the Company on 26 April 2017 (the “Circular”). The Circular will be sent to all shareholders of the Company together with the Company’s 2016 Annual Report. The Circular can also be viewed and downloaded from the website of the Company at www.bocaviation.com or the website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk.
In case of joint shareholding, the vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint shareholding. Accordingly, investors who wish to have joint shareholding in the Company should bear in mind the above provision when they decide the way in which their names being provided for share registration.

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BUSINESS OF ANNUAL GENERAL MEETING

The full and complete resolutions for each of the AGM agenda items to be approved at the AGM together with the relevant explanatory statements are set out in this section.

Resolution 1 – “THAT the audited consolidated financial statements together with the Directors’ statement and Auditor’s report for the year ended 31 December 2016 be and are hereby received and adopted.”

Explanatory Statement for Resolution 1:

The audited consolidated financial statements of the Company for the year ended 31 December 2016 together with the Directors’ statement and Auditor’s report, are set out in the Company’s 2016 Annual Report, which is available in English and Chinese and can be downloaded from the Company’s website at www.bocaviation.com and the Stock Exchange’s website at www.hkexnews.hk.

Resolution 2 – “THAT a final dividend of US$0.119 per share for the year ended 31 December 2016 be and is hereby declared payable to the shareholders whose names appear on the Register of Members on 12 June 2017.”

Explanatory Statement for Resolution 2:

The Board has recommended the payment of a final dividend of US$0.119 per share for the year ended 31 December 2016. Subject to approval of Shareholders at the AGM, the final dividend will be paid on Monday, 19 June 2017 to Shareholders whose names appear on the Register of Members of the Company on the record date, being Monday, 12 June 2017. Together with the interim dividend of US$0.061 per Share, the dividend for the year ended 31 December 2016 amounts to a total of US$0.18 per Share.

Resolution 3 – Re-election of Directors – comprises Resolution 3 (a) to Resolution 3 (f) as follows:

(a) “THAT Mr. CHEN Siqing be and is hereby re-elected as a director of the Company.”
(b) “THAT Mr. Robert James MARTIN be and is hereby re-elected as a director of the Company.”
(c) “THAT Mr. GAO Zhaogang be and is hereby re-elected as a director of the Company.”
(d) “THAT Mr. LIU Chenggang be and is hereby re-elected as a director of the Company.”
(e) “THAT Mr. FU Shula be and is hereby re-elected as a director of the Company.”
(f) “THAT Dr. YEUNG Yin Bernard be and is hereby re-elected as a director of the Company.”

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BUSINESS OF ANNUAL GENERAL MEETING

Explanatory Statement for Resolution 3:

Pursuant to Article 90 of the Constitution, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation and every Director (including those appointed for a specific term) shall be subject to retirement at least once every three years. Accordingly, the terms of office of Mr. Chen Siqing, Mr. Robert James Martin, Mr. Wang Genshan and Mr. Fu Shula will expire at the forthcoming AGM. Mr. Wang Genshan has informed the Board that he will not offer himself for re-election by reason of his age and accordingly will retire after the conclusion of the AGM. Each of Mr. Chen Siqing, Mr. Robert James Martin and Mr. Fu Shula, being eligible, offers himself for re-election.

In accordance with Article 97 of the Constitution, any Director appointed by the Board during the year shall hold office only until the next annual general meeting of the Company, and shall then be eligible for re-election at such meeting. Accordingly, the terms of office of Mr. Gao Zhaogang, Mr. Liu Chenggang and Dr. Yeung Yin Bernard will expire at the forthcoming AGM. Each of Mr. Gao Zhaogang, Mr. Liu Chenggang and Dr. Yeung Yin Bernard, being eligible, offers himself for re-election.

Information on the biographical details of the Directors for re-election is set out in Appendix I to this circular. Each of Mr. Fu Shula and Dr. Yeung Yin Bernard has confirmed that he meets the independence criteria as set out in Rule 3.13 of the Listing Rules.

All Directors for re-election are appointed for a term of approximately 3 years subject to rotation in accordance with the Constitution and pursuant to the relevant requirements under the Listing Rules. There are formal letters of appointment for each non-executive Director setting out the key terms and conditions in relation to their respective appointments. Mr. Robert James Martin is appointed pursuant to an employment contract entered into with the Company. Except for Mr. Robert James Martin, all other Directors for re-election do not have any service contracts with the Company.

Details of emoluments of the Directors for re-election are disclosed in Note 10 to the audited consolidated financial statements contained in the Company’s 2016 Annual Report.

Save as disclosed in the Information on Directors for Re-election set out in Appendix I to this circular, none of the Directors for re-election has any relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, none of the Directors for re-election has any interests in the Shares within the meaning of Part XV of the SFO.

Save as disclosed above, there are no other matters concerning the Directors for re-election that need to be brought to the attention of the Shareholders nor any information to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rule.

Resolution 4 – “THAT the board of directors of the Company or any duly authorised board committee of the Company be and are hereby authorised to fix the remuneration of the directors of the Company for the year ending 31 December 2017.”

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BUSINESS OF ANNUAL GENERAL MEETING

Explanatory Statement for Resolution 4:

Section 169(1) of the Companies Act (Chapter 50 of the laws of Singapore) provides that a company shall not provide or improve emoluments for a director in respect of his office unless the provision is approved by a resolution that is not related to other matters. Under Article 81 of the Constitution, the remuneration of Directors shall be determined by an ordinary resolution of the Company, and fixing the remuneration of the Directors is routine business of annual general meeting under Article 54 (f) of the Constitution. For avoidance of doubt, the above provision shall not apply to sums paid to a Director in his capacity as a salaried employee of the Company.

The Shareholders shall authorize the Board or a duly delegated Board Committee at the AGM to fix the remuneration of the Directors and the payment of such remuneration. Details of emoluments of the Directors are disclosed in Note 10 to the audited consolidated financial statements contained in the Company’s 2016 Annual Report.

Resolution 5 – “THAT the re-appointment of Messrs. Ernst & Young LLP as the Company’s auditor be and is hereby approved and that the board of directors of the Company or any duly authorised board committee of the Company be and is hereby authorized to fix the auditor’s remuneration for the year ending 31 December 2017.”

Explanatory Statement for Resolution 5:

Based on Institute of Singapore Chartered Accountants Code of Professional Conduct and Ethics/International Ethics Standards Board for Accountants, the Board and the Audit Committee are satisfied with the independence, objectivity and effectiveness of Ernst & Young LLP (“EY”), the Company’s external auditor, and the effectiveness of its audit procedures. As recommended by the Audit Committee, the Board has proposed that EY be re-appointed as auditor of the Company at the AGM. Subject to Shareholders’ authorisation, the Board has authorised the Audit Committee to fix the auditor’s remuneration.

For 2016, the total fees charged by EY and its affiliates was US$1.3 million, of which US$1.0 million was for audit services (including fees paid in relation to the initial public offering of the Company in 2016 (the “IPO”)) and US$0.3 million was for non-audit services (mainly internal controls review in relation to the IPO, services in relation to the Company’s issuance of notes under its Global Medium Term Note Program, as well as tax compliance and advisory services). Non-audit service fees as a percentage of audit service fees charged by EY and its affiliates were approximately 30%. An amount of US$0.4 million was re-charged to the Company’s majority shareholder in respect of the sale of a portion of its Shares during the IPO.

The Audit Committee was satisfied that the non-audit services provided in 2016 did not affect the independence of EY.

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BUSINESS OF ANNUAL GENERAL MEETING

Resolution 6 – “THAT

(A) subject to paragraph (B) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to purchase shares in the capital of the Company (the “Shares”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or any other stock exchange recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange in accordance with all applicable laws including the Code on Share Buy-backs and the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”) as amended from time to time be and is hereby generally and unconditionally approved;
(B) the aggregate number of Shares which may be purchased or agreed conditionally or unconditionally to be purchased by the Directors pursuant to the approval in paragraph (A) above shall not exceed 10 per cent of the total number of Shares in issue at the date of passing this Resolution, and the said approval shall be limited accordingly;
(C) the purchase price may be determined by the Directors provided the purchase price shall not be 5% or more than the average closing market price for the five preceding trading days on which the Shares were traded on the Stock Exchange, and otherwise in accordance with all applicable laws and the requirements of the Listing Rules; and
(D) for the purpose of this Resolution:

“Relevant Period” means the period from the passing of this Resolution until the earliest of:

(1) the conclusion of the next annual general meeting of the Company;
(2) the expiry of the period within which the next annual general meeting of the Company is required by the Company’s Constitution (the “Constitution”) or any applicable laws to be held; and
(3) the revocation or variation of the authority given to the Directors under this Resolution by ordinary resolution of the Company’s shareholders in general meeting.”

Explanatory Statement for Resolution 6:

On 12 May 2016, a general mandate was granted to the Directors to repurchase Shares. Such mandate will lapse at the conclusion of the AGM.

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BUSINESS OF ANNUAL GENERAL MEETING

In order to renew the general mandate, an ordinary resolution will be proposed at the AGM to approve the granting of the Share Repurchase Mandate to the Directors to repurchase Shares not exceeding 10% of the total number of Shares in issue as at the date of passing the ordinary resolution contained in item 6 of the notice of the AGM as set out on pages 5 to 6 of this circular. The Directors wish to state that they have no immediate plan to repurchase any Shares pursuant to the Share Repurchase Mandate.

An explanatory statement required under the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Share Repurchase Mandate is set out in Appendix II to this circular.

Resolution 7 – “THAT:

(A) subject to paragraph (C) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with shares in the capital of the Company (the “Shares”) or securities convertible into Shares or options, warrants or similar rights to subscribe for Shares or such convertible securities and to make or grant offers, agreements or options which would or might require the exercise of such powers during or after the end of the Relevant Period be and are hereby generally and unconditionally approved;
(B) (notwithstanding that the authority conferred by this Resolution may have ceased to be in force) the approval in paragraph (A) shall authorise the Directors to allot, issue and deal with Shares in pursuance to securities, offers, agreements and options allotted, issued, dealt with, made or granted by the Directors during the Relevant Period;
(C) the aggregate number of Shares allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (A), otherwise than pursuant to (i) a Rights Issue (as defined below), (ii) the exercise of options granted under any share option scheme adopted by the Company (if any), (iii) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Constitution or (iv) a specific authority granted by the Shareholders in general meeting, shall not exceed the aggregate of (aa) 20 per cent of the total number of Shares in issue at the date of passing this Resolution, plus (bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the aggregate number of Shares repurchased by the Company subsequent to the passing of this Resolution (up to a maximum number equivalent to 10 per cent of the total number of Shares in issue at the date of passing this Resolution), and the said approval shall be limited accordingly; and

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BUSINESS OF ANNUAL GENERAL MEETING

(D) for the purposes of this resolution:

“Relevant Period” means the period from the passing of this resolution until the earliest of:

(1) the conclusion of the next annual general meeting of the Company;
(2) the expiry of the period within which the next annual general meeting of the Company is required by the Constitution or any applicable laws to be held; and
(3) the revocation or variation of the authority given to the Directors under this Resolution by ordinary resolution of the Company’s shareholders in general meeting; and

Resolution 8 – “THAT the directors of the Company be and are hereby authorised to exercise the powers of the Company referred to in paragraph (A) of Resolution 7 in respect of the Share referred to in sub-paragraph (bb) of paragraph (C) of such resolution.”

Explanatory Statements for Resolutions 7 and 8:

On 12 May 2016, a general mandate was granted to the Directors to issue Shares. Such mandate will lapse at the conclusion of the AGM.

In order to renew the general mandate, an ordinary resolution will be proposed at the AGM to approve the granting of the Share Issue Mandate to the Directors to allot, issue or deal with additional Shares of not exceeding 20 per cent of the total number of Shares in issue as at the date of passing of the ordinary resolution contained in item 7 of the notice of the AGM as set out on pages 6 to 7 of this circular together with, subject to the passing of the ordinary resolution contained in item 8 of the notice of the AGM as set out on page 7 of this circular, the total number of shares repurchased by the Company under the Share Repurchase Mandate.

The Directors wish to state that they have no immediate plan to issue any new Shares pursuant to the Share Issue Mandate.

– 15 –

BUSINESS OF ANNUAL GENERAL MEETING

Resolution 9 – “THAT the Directors be and are hereby authorised to purchase new aircraft on and subject to the Terms and Conditions of the Aircraft Purchase Mandate (terms defined in the circular to shareholders of the Company dated 26 April 2017 having the same meanings when used in this resolution).”

Explanatory Statement for Resolution 9:

On 12 May 2016, a general mandate was granted to the Directors to purchase new aircraft from certain aircraft manufacturers. Such mandate will lapse at the conclusion of the AGM.

In order to provide the Company with greater flexibility to enter into aircraft purchase commitments as and when appropriate, an ordinary resolution will be proposed at the AGM to approve the granting of the Aircraft Purchase Mandate to the Directors to purchase new aircraft.

The Aircraft Purchase Mandate is subject to the following aircraft purchase limit:

(a) Airbus S.A.S.: the aggregate number of aircraft which may be purchased from Airbus S.A.S. under the Aircraft Purchase Mandate shall not exceed 100 aircraft with an aggregate list price of up to US$10.7 billion ; and
(b) The Boeing Company: the aggregate number of aircraft which may be purchased from The Boeing Company under the Aircraft Purchase Mandate shall not exceed 100 aircraft with an aggregate list price of up to US$11.0 billion .

The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, a waiver from strict compliance with Rules 14.38A, 14.40, 14.48 and 14.49 of the Listing Rules in relation to new aircraft purchase transactions entered into by the Company and the aircraft manufacturers pursuant to the Aircraft Purchase Mandate.

Information regarding the Aircraft Purchase Mandate is set out in Appendix III to this circular.

– 16 –

INFORMATION ON DIRECTORS FOR RE-ELECTION

APPENDIX I

Information relating to the Directors standing for re-election at the AGM is set out below:

1. CHEN Siqing

Chairman, Non-executive Director and Chairman of the Nomination Committee, aged 57. Mr. Chen has been serving as the Chairman of the Board of Directors of the Company since December 2011.

Mr. Chen is currently the Vice Chairman, Executive Director and President of Bank of China, the ultimate controlling shareholder of the Company, and the Vice Chairman of the Board of Directors of BOC Hong Kong (Holdings) Limited. Mr. Chen joined Bank of China in 1990 and worked in the Hunan Branch before he was seconded to the Hong Kong Branch of China and South Sea Bank Ltd. as Assistant General Manager. Mr. Chen held various positions in Bank of China from June 2000 to May 2008, including Assistant General Manager, Vice General Manager of the Fujian Branch, General Manager of the Risk Management Department of Bank of China and General Manager of the Guangdong Branch. He served as Executive Vice President of Bank of China from June 2008 to February 2014.

Mr. Chen graduated from Hubei Institute of Finance and Economics in 1982 and obtained an MBA from Murdoch University, Australia in 1999. He is a Certified Public Accountant and holds the title of Senior Economist.

2. Robert James MARTIN

Managing Director, Chief Executive Officer, Executive Director and a member of the Strategy and Budget Committee, aged 52.

Mr. Martin was appointed as a Director and the Managing Director in 1998. Mr. Martin joined the Company in 1998 and has more than 28 years of experience in the aircraft and leasing business. Mr. Martin began his career in aircraft financing in London with Bank of America in 1987. He subsequently held senior positions in London and Singapore with The Long-Term Credit Bank of Japan, Ltd. and in Hong Kong with HSBC Investment Bank.

Mr. Martin graduated from Cambridge University in the United Kingdom with a Master of Arts degree in Economics in March 1991.

3. GAO Zhaogang

Non-executive Director, a member of the Nomination Committee and the Remuneration Committee, aged 47. Mr. Gao was appointed as a Non-executive Director in December 2016.

Mr. Gao, is currently an Employee Supervisor and the General Manager of the Human Resources Department of Bank of China. Mr. Gao worked in the Organisation Department of the CPC Central Committee from January 2001 to July 2014, and successively served as a Consultant (of deputy head level) of the Office of Enterprise Cadres, the Deputy Head, Head

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INFORMATION ON DIRECTORS FOR RE-ELECTION

APPENDIX I

and Deputy Inspector of the Bureau Five of Cadres. From December 1998 to January 2001, he served as the Deputy Head of the Development Research Department of China National Petroleum Corporation. Mr. Gao worked in the Dagang Oilfield and China National Petroleum Corporation from July 1992 to December 1998.

Mr. Gao graduated from Xi’an Shiyou Institute in 1992 and obtained a doctorate degree in management science and engineering from Beijing University of Technology in 2012. He has served as an Employee Supervisor of Bank of China since April 2016.

4. LIU Chenggang

Non-executive Director, Chairman of Strategy and Budget Committee and a member of the Audit Committee, aged 44. Mr. Liu was appointed as a Non-executive Director in September 2016.

Mr. Liu, Chartered Financial Analyst, has more than 20 years of experience in the banking industry and has extensive knowledge and experience in financial management. Mr. Liu joined Bank of China in 1994 and he is currently the General Manager of Financial Management Department of Bank of China. Between 1994 and 1998, he worked in the Coordination & Planning Department. From 1998 to 2003, he worked in the Assets & Liabilities Management Department of Bank of China, and was assigned to Bank of China Shenzhen City Branch from 2001 to 2003. Mr. Liu was transferred to Bank of China Macau Branch from 2003 to 2006. He was re-located to the Treasury Department in the head office of Bank of China in 2007. From April 2009, Mr. Liu worked as Assistant General Manager of the Financial Management Department of Bank of China. From December 2010 to October 2011, he served as Assistant General Manager Financial Markets Unit of Bank of China, and in October 2011 was named Director of the Financial Markets Unit of Bank of China. Mr. Liu was appointed as Deputy General Manager (executive) of the Treasury Department in March 2014, and as General Manager of the Financial Management Department in November 2015 which is the position he currently holds.

Mr. Liu graduated from Renmin University of China in July 1994 with a Bachelor’s degree in Economics. He then obtained a master’s degree in Economics from the People’s Bank of China Research Institute of Finance in April 1999, and was awarded a master’s degree in Applied Finance by Macquarie University in November 2003.

5. FU Shula

Independent Non-executive Director, Chairman of the Remuneration Committee, a member of the Audit Committee and the Nomination Committee, aged 61. Mr. Fu was appointed as an independent Director in February 2011 and redesignated as an Independent Non-Executive Director in March 2016.

Mr. Fu has extensive experience in the China aviation industry and in market research, economic analysis, strategic planning, international trade and cooperation, enterprise operation and management and business administration. From 1984 to 2015, Mr. Fu held various senior

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INFORMATION ON DIRECTORS FOR RE-ELECTION

APPENDIX I

positions in Aviation Industry Corporation of China (“AVIC”), including President of China National Aero-Technology Import & Export Corporation, President of AVIC International Holding Corporation, Deputy Chief Economist of AVIC, Chairman of the Board of AVIC International Holding Corporation, Chairman of the Board of AVIC Aero-Engine Holding Corporation and Chairman of the Board of AVIC Economy & Technology Research Institute.

Mr. Fu graduated with a Master’s degree in Aero Engine Design from Northwestern Polytechnical University in the PRC in July 1984.

6. YEUNG Yin Bernard

Independent Non-executive Director, a member of the Nomination Committee and the Strategy and Budget Committee, aged 63. Dr. Yeung was appointed as an Independent Non-executive Director in December 2016. Dr. Yeung has been the Dean and Stephen Riady Distinguished Professor at National University of Singapore (“NUS”) Business School since 2008. Dr. Yeung has more than 30 years of research and teaching experience in finance, economics and business. Before joining NUS in 2008, Dr. Yeung held faculty positions in various universities and institutions, including the Faculty of Business of University of Alberta (1983 to 1988), University of Michigan Business School (1988 to 1999) and Stern School of Business of New York University (1999 to 2009).

Dr. Yeung has various major public appointments. He is a member of Social Science Research Council in Singapore, the President of Asia Bureau of Finance and Economics Research, a member of 3rd Advisory Board of Antai College of Economics and Management of Shanghai Jiao Tong University, a council member of Advisory Council of Economics and Management School of Wuhan University and a panel member of International Academic Panel of Singapore Institute of Management. Dr. Yeung was the president of Association of Asia-Pacific Business Schools from 2009 to 2010. He was also a member of the main & 1st sub-committee of Singapore Economic Strategies Committee in 2009.

Dr. Yeung graduated from University of Western Ontario in 1979 with a Bachelor’s degree in Economics and Mathematics. He then was awarded a Master of Business Administration and a Doctor of Philosophy by The University of Chicago in December 1981 and 1984, respectively.

Save as disclosed above, none of the retiring Directors has any relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, save as disclosed above, none of the retiring Directors has any interests in the Shares within the meaning of Part XV of the SFO.

Save as disclosed, the retiring Directors do not hold any position with the other members of the Group and did not hold any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years.

Save as disclosed, there are no other matters concerning the retiring Directors that need to be brought to the attention of the shareholders of the Company nor any information to be disclosed pursuant to paragraph (h) to (v) of Listing Rule 13.51(2) of the Listing Rules.

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APPENDIX II EXPLANATORY STATEMENT ON SHARE REPURCHASE MANDATE

The following is an explanatory statement required to be sent to the Shareholders under the Listing Rules containing all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the AGM in relation to the granting of the Share Repurchase Mandate. It also constitutes the notice under section 76E(2) of the Companies Act, Chapter 50 of Singapore.

1. SHARE CAPITAL

As at the Latest Practicable Date, the total number of Shares in issue was 694,010,334 Shares.

Subject to the passing of the ordinary resolution set out in item 6 of the notice of the AGM in respect of the granting of the Share Repurchase Mandate and on the basis that no further Shares are issued or repurchased following the Latest Practicable Date and up to the date of the AGM, the Directors will be authorised under the Share Repurchase Mandate to repurchase, a maximum of 69,401,033 Shares, representing 10% of the total number of Shares in issue as at the date of the AGM.

2. REASONS FOR SHARE REPURCHASE

The Directors believe that the Share Repurchase Mandate is in the best interests of the Company and the Shareholders. Repurchases may, depending on the circumstances, result in an increase in the net assets and/or earnings per Share. The Directors have sought the grant of the Share Repurchase Mandate to give the Company the flexibility to repurchase Shares if and when appropriate. The repurchase of Shares will only be made when the Directors believe that such repurchase of Shares will benefit the Company and its Shareholders as a whole.

3. FUNDING OF SHARE REPURCHASE

In repurchasing Shares, the Company may only apply funds legally available for such repurchase in accordance with the Constitution, the Listing Rules and the applicable laws and regulations of Hong Kong and Singapore. In particular, any repurchase of Shares by the Company may be made out of the Company’s capital or profits so long as the Company is solvent. The amount of financing required for the Company to purchase or acquire its Shares, and the impact on the Company’s financial position, cannot be ascertained as at the Latest Practicable Date as these will depend on whether the Shares are purchased or acquired out of capital or profits, the number of shares purchased or acquired and the price at which such Shares were purchased or acquired.

There could be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited consolidated financial statements contained in the Company’s 2016 Annual Report) if the Share Repurchase Mandate is exercised in full at any time. However, the Directors do not propose to exercise the Share Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

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APPENDIX II EXPLANATORY STATEMENT ON SHARE REPURCHASE MANDATE

4. SHARE PRICES

The highest and lowest prices at which Shares have traded on the Stock Exchange during each month in the period from 1 June 2016 (the date of listing of the Shares on the Stock Exchange) up to and including the Latest Practicable Date were as follows:

Month	Highest	Lowest
	HK$	HK$
June 2016_Note 1_	43.85	38.10
July 2016	40.85	36.60
August 2016	41.00	36.90
September 2016	41.70	39.35
October 2016	43.15	39.85
November 2016	43.30	38.75
December 2016	39.65	37.15
January 2017	40.10	37.40
February 2017	41.85	38.70
March 2017	43.30	40.40
April 2017 (up to the Latest Practicable Date)	42.40	40.30

Note 1: The Shares of the Company are listed on the Main Board of the Stock Exchange on 1 June 2016.

5. TAKEOVERS CODE

If as a result of a repurchase of Shares pursuant to the Share Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder’s interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

To the best knowledge of the Company, as at the Latest Practicable Date, Sky Splendor Limited, the controlling shareholder of the Company (as defined in the Listing Rules), was interested in 485,807,334 Shares representing approximately 70.00% of the total number of issued Share of the Company. In the event that the Directors exercise the proposed Share Repurchase Mandate in full, the shareholding of Sky Splendor Limited would be increased to approximately 77.78% of the issued share capital of the Company.

The Directors are not aware of any consequences in relation to Sky Splendor Limited which may give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors do not propose to exercise the Share Repurchase Mandate to such an extent as would, in the circumstances, result in the aggregate number of Shares held by the public shareholders falling below the prescribed minimum percentage required by the Stock Exchange.

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APPENDIX II EXPLANATORY STATEMENT ON SHARE REPURCHASE MANDATE

6. GENERAL

To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the Share Repurchase Mandate is approved by the Shareholders.

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the Share Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to repurchase Shares pursuant to the Share Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Singapore.

During the 6 months prior to the Latest Practicable Date, the Company did not repurchase any Shares (whether on the Stock Exchange or otherwise).

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INFORMATION REGARDING THE AIRCRAFT PURCHASE MANDATE

APPENDIX III

Aircraft purchases are part of the Company’s ordinary course of business and the Company plans its fleet replacement and growth in a disciplined way, based upon its overall assessment of future demand for leased aircraft from airline customers. The Company’s order book provides its base contracted pipeline for deliveries of aircraft but the Company is also opportunistic when it sees attractive investment opportunities to purchase additional new aircraft.

Following the Company’s listing in June 2016, if a purchase of aircraft exceeds certain thresholds as set out in the Listing Rules, the Company is required to obtain the approval of the Shareholders for such purchase. Given the frequency and size of aircraft purchases in the Company’s ordinary course of business, this could have an impact on the Company’s ability to enter into aircraft purchase commitments as and when appropriate in order to build on its aircraft order book and to move quickly to capture new opportunities.

In order to provide the Company with greater flexibility to enter into aircraft purchase commitments as and when appropriate, prior to the Company’s listing, the then sole Shareholder passed an ordinary resolution granting a general mandate to the Directors to purchase a maximum of 50 new aircraft with an aggregate list price not exceeding US$6.2 billion from Airbus S.A.S. and a maximum of 50 new aircraft with an aggregate list price not exceeding US$6.3 billion from The Boeing Company during the period from 1 June 2016 until the date of the AGM. Details of the existing aircraft purchase mandate of the Company are set out in the Company’s prospectus dated 19 May 2016. As at the Latest Practicable Date, pursuant to the existing aircraft purchase mandate of the Company, the Company has purchased an aggregate of 12 new single-aisle or single-aisle equivalent aircraft from Airbus S.A.S. with an aggregate list price of approximately US$1.3 billion and an aggregate of 17 new single-aisle or single-aisle equivalent aircraft from The Boeing Company with an aggregate list price of approximately US$1.8 billion.

Between our inception in 1993 and 31 December 2015, we have acquired or committed to acquire more than 670 aircraft, of which approximately 80% were ordered directly from Airbus, Boeing and Embraer and approximately 20% of which were acquired through purchase and leaseback transactions with airlines. Of the 155 aircraft we took delivery of during the three years ended 31 December 2015, 82 were acquired from Airbus, 60 from Boeing (in each case either through our order book or pursuant to purchase and leaseback transactions) and the remaining 13 aircraft were acquired from Embraer. All of the 39 aircraft acquired from airlines pursuant to purchase and leaseback transactions during the three years ended 31 December 2015 were new aircraft delivered directly from the manufacturers. During 2016, we took delivery of 67 aircraft (including 11 acquired by airline customers on delivery) an increase of 34% over 2015.

As the existing aircraft purchase mandate will expire on the date of the AGM and in order to provide the Company with greater flexibility to enter into aircraft purchase commitments as and when appropriate, subject to the passing of the ordinary resolution set out in item 9 of the notice of the AGM in respect of the granting of the Aircraft Purchase Mandate, the Directors will be authorised to purchase new aircraft (the “ Aircraft Purchase Mandate ”). The Board recommended to renew the Aircraft Purchase Mandate on and subject to the terms and conditions described below.

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INFORMATION REGARDING THE AIRCRAFT PURCHASE MANDATE

APPENDIX III

The terms and conditions (the “ Terms and Conditions ”) of the Aircraft Purchase Mandate are as follows:

(a) the Aircraft Purchase Mandate shall remain in effect during the period from the passing of the ordinary resolution until the earliest of (i) the conclusion of the next annual general meeting of the Company, (ii) the expiry of the period within which the Company is required by the Constitution or any applicable laws to hold its next annual general meeting, and (iii) the date on which the resolution is varied or revoked by an ordinary resolution of the Shareholders in general meeting (the “ Mandate Period ”);
(b) all aircraft shall be purchased from either or both of Airbus S.A.S. and The Boeing Company, both of whom are third parties independent of the Company and connected persons (as defined in the Listing Rules) of the Company;
(c) the aggregate number of aircraft which may be purchased from Airbus S.A.S. under the Aircraft Purchase Mandate during the Mandate Period shall not exceed 100 single-aisle or “single-aisle equivalent” aircraft and may comprise the following aircraft types or a combination thereof:

Single-Aisle Aircraft:

A320CEO family
A320NEO family
Twin-Aisle Aircraft:
A330 family (each equivalent to 2.5 single-aisle aircraft)
A330 NEO family (each equivalent to 2.5 single-aisle aircraft)
A350 family (each equivalent to 3 single-aisle aircraft);
(d) the aggregate number of aircraft which may be purchased from The Boeing Company under the Aircraft Purchase Mandate during the Mandate Period shall not exceed 100 single-aisle or “single-aisle equivalent” aircraft and may comprise the following aircraft types or a combination thereof:

Single-Aisle Aircraft:

737NG family
737 MAX family

– 24 –

INFORMATION REGARDING THE AIRCRAFT PURCHASE MANDATE

APPENDIX III

Twin-Aisle Aircraft:

777 family (each equivalent to 3 single-aisle aircraft)
787 family (each equivalent to 2.5 single-aisle aircraft);
(e) the aggregate amount of the list price (comprising the airframe price, optional features price, engine price and forecast escalation) of the aircraft which may be purchased under the Aircraft Purchase Mandate during the Mandate Period shall not exceed US$10.7 billion (from Airbus S.A.S.) and US$11.0 billion (from The Boeing Company);
(f) the terms of each purchase shall be negotiated and entered into by the Company on arm’s length terms in accordance with the Group’s customary business practices, the actual purchase price of each aircraft shall not exceed the aircraft list price and the terms of each purchase shall be fair and reasonable and in the interests of the Shareholders as a whole;
(g) the extent of any price adjustments granted by the relevant aircraft manufacturer for each purchase shall not be materially different from the price adjustments the Group has obtained in previous aircraft purchases from that aircraft manufacturer; and
(h) when the Company enters into an agreement to purchase aircraft from an aircraft manufacturer under the Aircraft Purchase Mandate during the Mandate Period and such purchase would constitute a notifiable transaction for the Company under the Listing Rules, the Company will make an announcement stating the following information:
(i) the date of the relevant purchase agreement;
(ii) the number and type of aircraft agreed to be purchased;
(iii) the aggregate amount of the list price of the aircraft agreed to be purchased;
(iv) the payment and delivery terms for the aircraft;
(v) the anticipated source of funding for the aircraft purchase;
(vi) the cumulative number of aircraft purchased and the corresponding aggregate list price of the aircraft purchased under the Aircraft Purchase Mandate;
(vii) a confirmation from the Directors of the matters set out in paragraphs (f) and (g) above; and
(viii) the reasons and benefits of the purchase.

– 25 –

INFORMATION REGARDING THE AIRCRAFT PURCHASE MANDATE

APPENDIX III

The Company will include in the interim and annual reports of the Company the information set out in paragraph (h)(vi) above.

The actual purchase price of aircraft purchased from the aircraft manufacturers reflect certain price adjustments to the catalog or list price of the aircraft, which are determined based on certain variables and negotiations between the purchaser and the aircraft manufacturer. It is normal business practice in the global aviation industry for the aircraft list price, instead of the actual purchase price, to be disclosed for aircraft purchases. Accordingly, the terms of the Aircraft Purchase Mandate refer to the aggregate list price of the aircraft which may be purchased. In respect of any aircraft purchase under the Aircraft Purchase Mandate which would constitute a notifiable transaction for the Company under the Listing Rules, the Company will make an application to the Stock Exchange for a waiver from strict compliance with Rule 14.58(4) of the Listing Rules in respect of the requirement to disclose the actual purchase price of such aircraft purchased.

The aggregate number and type of aircraft which may be purchased pursuant to the Aircraft Purchase Mandate was determined by reference to the Company’s past activity in ordering new aircraft from the aircraft manufacturers, its planned capital expenditure and the need to replenish its portfolio after selling older aircraft. Placing a large order with either Airbus S.A.S. or The Boeing Company is a key element of the Company’s procurement strategy. Due to the continuing growth of our business, the Company believes that greater flexibility is required under the Aircraft Purchase Mandate to purchase new aircraft without convening general meeting to obtain shareholders’ approval every time.

The Company’s assets and fleet size have been growing over time. The net book value of our aircraft increased from US$9.1 billion at 31 December 2013 to US$10.7 billion at 31 December 2016, an 18% increase. In 2016 alone, our total number of new aircraft deliveries increased by 34% to 67.

Our balance sheet growth is driven by our capital expenditure programme, the vast majority of which comprises investment in aircraft. As at 31 December 2016, we had 199 aircraft in our order book, amounting to total capital expenditure commitments of more than US$8.5 billion, and we intend to continue to grow our investment pipeline by adding incremental aircraft orders opportunistically. For example, after the end of 2016, we announced a further order of 13 Boeing 737-MAX 8 aircraft. We are striving to maintain the momentum of our growth which requires the flexibility to purchase aircraft quickly.

The Company believes that in the current business environment, it is in the best interests of the Company to provide increased authority to the Board under the Aircraft Purchase Mandate in order to allow the Board greater discretion to use speed, flexibility and volume to achieve the best possible terms in the Company’s procurement of new aircraft. Accordingly, the Board recommends the Shareholders to approve the increase of the Aircraft Purchase Limit from 50 single-aisle or single-aisle equivalent aircraft to 100 single-aisle or single-aisle equivalent aircraft from each of Airbus S.A.S. and The Boeing Company with an aggregate list price of US$10.7 billion (increased from US$6.2 billion) for Airbus S.A.S. and an aggregate list price of US$11.0 billion (increased from US$6.3 billion) for The Boeing Company.

– 26 –

INFORMATION REGARDING THE AIRCRAFT PURCHASE MANDATE

APPENDIX III

The Directors (including the Independent Non-executive Directors) are of the view that the terms of the Aircraft Purchase Mandate (including the limits on price and number of aircraft) are fair and reasonable and in the interests of the Shareholders as a whole. The Directors (including the Independent Non-executive Directors) are also of the view that if the Aircraft Purchase Mandate is exercised in full, the purchase of the aircraft pursuant thereto would not have any material adverse impact on the earnings and assets and liabilities of the Group.

It is the intention of the Directors to obtain a renewal of the Aircraft Purchase Mandate at each annual general meeting of the Company.

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FREQUENTLY ASKED QUESTIONS ON VOTING AND AGM

APPENDIX IV

Q: AM I ENTITLED TO VOTE?

A : You are entitled to vote if you are a holder of Shares as of the record date on Thursday, 25 May 2017.
(b) By proxy
If you do not plan to attend the AGM, you may cast your vote by proxy in either one of the following ways:

Q: HOW CAN I VOTE?

A : How you vote depends on whether you are a registered or non-registered shareholder. You are a registered shareholder if you have a share certificate registered in your name. You are a non-registered shareholder if your Shares are registered in the name of an intermediary (for example, a bank, a trustee or a securities broker). Please refer to the following Q&As on how to exercise your right to vote in either case.
Q: HOW CAN I VOTE IF I AM A REGISTERED SHAREHOLDER?
A : As a registered shareholder, you may vote in one of the following ways:
(a) Attend the meeting

You are entitled to attend the AGM and cast your vote in person. In the case of corporate shareholder, the corporation must have submitted a properly executed proxy form or appointment of corporate representative.

You may authorise the Chairman of the AGM to vote your Shares. You may convey your voting instructions by completing the enclosed proxy form in full, sign and return it to the Company’s share registrar in Hong Kong; OR

• You may appoint some other person to attend the AGM and vote in respect of your Shares on your behalf. Your proxy need not be a shareholder of the Company but he/she must attend the AGM in person. If you choose this option, you should print your appointee’s name in the blank space on the enclosed proxy form, and complete and return the proxy form by following the detailed instructions stated therein. To ensure that your vote is properly recorded, your proxy form must be deposited at the Company’s share registrar in Hong Kong no later than 9:30a.m. on Monday 29 May 2017.

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FREQUENTLY ASKED QUESTIONS ON VOTING AND AGM

APPENDIX IV

Q: HOW CAN I VOTE IF I AM A NONREGISTERED SHAREHOLDER?
A : If you are a non-registered shareholder and your Shares are held by an intermediary (for example, a bank, a trustee or a securities broker), you will not receive a proxy form. You should contact the intermediary if you wish to vote.
Q: HOW WILL MY SHARES BE VOTED IF I RETURN A PROXY FORM?
A : By properly completing and returning a proxy form, you are authorising the person named in the proxy form to attend the AGM and to vote in respect of your Shares. Your proxy must vote in accordance with your voting instructions as specified in the proxy form. If you do not specify your voting instructions in the proxy form, your proxy will exercise his/her discretion to vote at the AGM.

Q: CAN I REVOKE A PROXY?

A : If you are a registered shareholder and have returned a proxy form, you may revoke it by completing and signing a proxy form bearing a later date, and delivering it to the Company’s share registrar in Hong Kong.

However, in order to be valid, this latter proxy form must be deposited at the Company’s share registrar no later than 9:30 a.m. on Monday, 29 May 2017.

If you are a non-registered shareholder, you may revoke voting instructions previously given to an intermediary by written notice to the intermediary, provided that the revocation is received before the deadline prescribed by the intermediary for such purpose.

Q: CAN I ATTEND AND VOTE AT THE AGM IF I HAVE RETURNED A PROXY FORM?
A : Even if you have completed and returned a proxy form, you can still attend and vote in person at the AGM if you so wish and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
Q: HOW ARE VOTES TAKEN AT THE AGM?
A : All resolutions put to the shareholders at the AGM will be voted on by poll.

Q: HOW CAN I KNOW THE RESULTS OF THE POLL?

A : The results of the poll will be posted on the Company’s website at www.bocaviation.com and the Stock Exchange’s website at www.hkexnews.hk as soon as practicable following conclusion of the AGM.
Q: HOW CAN I PUT FORWARD A PROPOSAL FOR CONSIDERATION BY THE SHAREHOLDERS AT AGM?
A : Shareholders who would like to make enquiries to the Board or put forward proposals at a general meeting are requested to follow the requirements and procedures set out in the Corporate Governance section of the Company’s website.

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FREQUENTLY ASKED QUESTIONS ON VOTING AND AGM

APPENDIX IV

Q: HOW CAN I PROPOSE A PERSON Q: WHAT IF I HAVE A QUESTION? FOR ELECTION AS A DIRECTOR?

A : If you wish to propose a person other than a retiring Director for election as a Director at the AGM, you should lodge no later than Friday, 5 May 2017 at the registered office of the Company (8 Shenton Way #18-01, Singapore 068811) or at the Company’s place of business in Hong Kong (Level 54, Hopewell Centre 183 Queen’s Road East, Hong Kong), (a) a notice signed by you (other than the proposed person) as a member duly qualified to attend and vote at the AGM of your intention to propose such person for election; and (b) a notice signed by the proposed person indicating his/her consent to the nomination and signifying his candidature for the office.
A: You are welcome to send in any written enquiries to the Board for the attention of the Company Secretary either by post to the registered office of the Company at 8 Shenton Way #18-01, Singapore 068811 or by way of email to [email protected].

The Company Secretary will direct the enquiries received to appropriate Board Member(s) or the Chairman of the Board Committee(s) who is in charge of the areas of concern referred therein for further handling. The Board, assisted by the Company Secretary, will make its best efforts to ensure that all such enquiries are addressed in a timely manner.

Shareholders who would like to propose a person for election as a director are requested to follow the procedures set out in the Corporate Governance section of the Company’s website.

– 30 –

AI assistant

BOC Aviation Limited — AGM Information 2017

50694_rns_2017-04-26_f07fb05a-0160-4bd0-b443-37f8f93d1dbb.pdf

BOC AVIATION LIMITED 中銀航空租賃有限公司 *

Stock Code: 2588

NOTICE OF ANNUAL GENERAL MEETING AND

PROPOSALS FOR

RE-ELECTION OF DIRECTORS, GENERAL MANDATES TO REPURCHASE AND TO ISSUE SHARES, AND AIRCRAFT PURCHASE MANDATE

DEFINITIONS

BOC AVIATION LIMITED 中銀航空租賃有限公司 *

Chairman and Non-executive Director:

Executive Directors:

Registered Office and Principal Place of Business in Singapore:

Place of Business in Hong Kong:

Non-executive Directors:

Independent Non-executive Directors:

To the Shareholders

BOC AVIATION LIMITED 中銀航空租賃有限公司 *

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS

NOTICE OF ANNUAL GENERAL MEETING

By Order of the Board BOC Aviation Limited Chan Victor Sun Ho Company Secretary

Hong Kong, 26 April 2017

NOTICE OF ANNUAL GENERAL MEETING

Explanatory Statement for Resolution 1:

Explanatory Statement for Resolution 2:

Explanatory Statement for Resolution 3:

Explanatory Statement for Resolution 4:

Explanatory Statement for Resolution 5:

Resolution 6 – “THAT

Explanatory Statement for Resolution 6:

Resolution 7 – “THAT:

Explanatory Statements for Resolutions 7 and 8:

Explanatory Statement for Resolution 9:

1. CHEN Siqing

2. Robert James MARTIN

3. GAO Zhaogang

APPENDIX I

4. LIU Chenggang

5. FU Shula

APPENDIX I

6. YEUNG Yin Bernard

1. SHARE CAPITAL

2. REASONS FOR SHARE REPURCHASE

3. FUNDING OF SHARE REPURCHASE

4. SHARE PRICES

5. TAKEOVERS CODE

6. GENERAL

Q: AM I ENTITLED TO VOTE?

Q: HOW CAN I VOTE?

Q: CAN I REVOKE A PROXY?

Q: HOW CAN I KNOW THE RESULTS OF THE POLL?

Q: HOW CAN I PROPOSE A PERSON Q: WHAT IF I HAVE A QUESTION? FOR ELECTION AS A DIRECTOR?

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