BOC Aviation Limited — Proxy Solicitation & Information Statement 2024

May 3, 2024

==> picture [78 x 38] intentionally omitted <==

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

Number of shares to which this form of proxy related [(Note][1)]

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING ON 30 MAY 2024

I/We [(Note][2)]

of

being the registered holder(s) of shares in the issued share capital of BOC Aviation Limited (the “Company”) hereby appoint the Chairman of the meeting [(Note][3)] or

of

as my/our proxy to attend, speak and vote for me/us and on my/our behalf as directed below at the extraordinary general meeting (the “EGM”) of the Company to be held at Atrium Room, Level 39, Island Shangri-La Hotel, Pacific Place, Supreme Court Road, Central, Hong Kong Thursday, 30 May 2024 at 10:30 a.m., or immediately after the conclusion of the Company’s annual general meeting to be held on the same day, and at any adjournment thereof.

Please tick (“�”) the appropriate boxes to indicate how you wish your vote(s) to be cast [(Note][4)] .

		ORDINARY RESOLUTIONS		FOR	AGAINST	AGAINST
	1.	To approve, ratify and confirm in all respects the automatic renewal of the term of the BOC
		Deposit Framework Agreement for the three years ending 31 December 2027 and the
		transactions contemplated thereunder.
	2.	To confirm and approve the Proposed Annual Cap in relation to the transactions
		contemplated under the BOC Deposit Framework Agreement for each	of the three years
		ending 31 December 2027.
	3.	To approve, ratify and confirm in all respects the automatic renewal	of the term of the
		BOCHK Deposit Framework Agreement for the three years ending 31 December 2027 and
		the transactions contemplated thereunder.
	4.	To confirm and approve the Proposed Annual Cap in relation to the transactions
		contemplated under the BOCHK Deposit Framework Agreement for each of the three years
		ending 31 December 2027.

Signature(s) [(Note][5)]

• Date 2024 Notes: 1. Please insert the number of shares to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s). If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified.

• 1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . 3. If any proxy other than the Chairman of the meeting is preferred, please strike out the words “the Chairman of the meeting” and insert the name and address of the proxy desired in the space provided. Any shareholder of the Company (who is not a clearing house or its nominee(s)) entitled to attend, speak and vote at the EGM is entitled to appoint not more than two proxies to attend and speak and on a poll, vote instead of him or her. Any shareholder of the Company (who is a clearing house or its nominee(s)) entitled to attend, speak and vote at the EGM is entitled to appoint more than one proxy to attend and speak and on a poll, vote instead of him or her, but each proxy must be appointed to exercise the rights attached to a different share or shares held by such shareholder. A proxy need not be a shareholder of the Company. Every shareholder present by proxy shall be entitled to one vote for each share held by him or her.

• IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (“ � ”) THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (“ � ”) THE BOX MARKED “AGAINST”. If no direction is given, your proxy will be entitled to vote or abstain at his or her discretion. Your proxy will also be entitled to vote at his or her discretion on any resolution properly put to the EGM other than that referred to in the notice convening the EGM.

• This form of proxy must be signed by you or your attorney duly authorised in writing. In case of a corporation, the same must be either under its common seal or under the hand of an officer or attorney so authorised. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT .

• In case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the Register of Members of the Company.

• In order to be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof (if not previously registered with the Company), must be either (i) deposited at the Company’s Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong or (ii) sent by email to bocaviation.eproxy@computershare.com.hk not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the EGM of the Company (the “Purposes”). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing to Computershare Hong Kong Investor Services Limited at the above address.

• For identification purpose only