BOC Aviation Limited — Proxy Solicitation & Information Statement 2024

May 3, 2024

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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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 EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “ Meeting ”) of shareholders of BOC Aviation Limited (the “ Company ”) will be held on 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, for the purpose of transacting the following business:

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

1. “THAT

2. (a) the automatic renewal of the term of the BOC Deposit Framework Agreement (as defined in the circular of the Company dated 3 May 2024 (the “ Circular ”)) for the three years ending 31 December 2027 and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed in all respects;

3. (b) the Proposed Annual Cap (as defined in the Circular) in relation to the transactions contemplated under the BOC Deposit Framework Agreement for each of the three years ending 31 December 2027 as set out in the Circular be and are hereby confirmed and approved.”

4. “THAT

5. (a) the automatic renewal of the term of the BOCHK Deposit Framework Agreement (as defined in the Circular) for the three years ending 31 December 2027 and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed in all respects;

6. (b) the Proposed Annual Cap (as defined in the Circular) in relation to the transactions contemplated under BOCHK Deposit Framework Agreement for each of the three years ending 31 December 2027 as set out in the Circular be and are hereby confirmed and approved.”

By Order of the Board BOC Aviation Limited Lim Zi Yuan Company Secretary

Hong Kong, 3 May 2024

* For identification purpose only

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Notes:

1. Pursuant to the Listing Rules, any vote of members at the Meeting will be taken by poll. The results of the poll will be published on the websites of the Stock Exchange and the Company in accordance with the Listing Rules.

2. Any Shareholder which is 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 by proxy shall have one vote for each Share which he or she holds or represents.

3. 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 returned to the Company’s Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited, either by (i) depositing it at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong or (ii) sending it by email to bocaviation.eproxy@computershare.com.hk, 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 the Meeting.

4. 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 27 May 2024 to 30 May 2024 (both days inclusive), during which period no transfer of Shares will be registered. In order to attend and vote at the Meeting, all transfer documents, accompanied by the relevant Share certificates, must be lodged with the Company’s Share Registrar, 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 24 May 2024.

5. The full text of all Resolutions and all relevant information is set out in the Notice of Extraordinary General Meeting which is included in the circular despatched to Shareholders of the Company on 3 May 2024 (the “Circular”). 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.

6. 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.

7. There will be no option for shareholders to participate virtually.

As at the date of this announcement, the Board of Directors of the Company comprises Mdm. Zhang Xiaolu as Vice Chairman and Non-executive Director, Mr. Steven Matthew Townend as Executive Director, Mdm. Chen Jing, Mr. Jin Hongju, Mdm. Li Ke, Mdm. Liu Yunfei and Mr. Robert James Martin as Non-executive Directors and Mr. Dai Deming, Mr. Fu Shula, Mr. Antony Nigel Tyler and Dr. Yeung Yin Bernard as Independent Non-executive Directors.

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