BOC Aviation : Circulars - NOTICE OF ANNUAL GENERAL MEETING AND PROPOSALS FOR DECLARATION OF FINAL DIVIDEND, RE-ELECTION OF DIRECTORS, AND GENERAL MANDATES TO REPURCHASE AND TO ISSUE SHARES

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.

BOC AVIATION LIMITED ʕვঘ٤ॡ༣Ϟࠢʮ̡*

(Incorporated in the Republic of Singapore with limited liability)

Stock code: 2588

NOTICE OF ANNUAL GENERAL MEETING

AND

PROPOSALS FOR

DECLARATION OF FINAL DIVIDEND,

RE-ELECTION OF DIRECTORS,

AND

GENERAL MANDATES TO REPURCHASE AND TO ISSUE SHARES

The 2022 annual general meeting of BOC Aviation Limited will be held on Thursday, 9 June 2022 at 2 p.m. in a hybrid format. Shareholders can join the meeting in person at Saga Ballroom, Sofitel Singapore City Centre, 9 Wallich Street, Singapore 078885 (registration will begin at 1.30 p.m.) or by electronic means. A notice of the meeting is set out on pages 5 to 10 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, either (i) 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 or (ii) by email [e-mail], 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 the annual general meeting (or any adjournment thereof) if you so wish, subject to registration requirements as detailed herein.

*

For identification purpose only

26 April 2022

CONTENTS
Page
Definitions ........................................................	1
Letter from the Board ...............................................	3
Notice of Annual General Meeting .....................................	5
Business of Annual General Meeting ....................................	11

Appendix I	-	Information on Directors Proposed for Re-election ......	18
Appendix II	-	Explanatory Statement on Share Repurchase Mandate ...	22
Appendix III	-	Frequently Asked Questions on Voting and AGM ........	25
-i-

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 on Thursday, 9 June 2022 at 2 p.m. to consider and, if appropriate, to approve the resolutions contained in the notice of annual general meeting set out on pages 5 to 10 of this circular, or any adjournment thereof

"Board"

the board of Directors

"BOC" or "Bank of China"

Bank of China Limited (ʕ਷ვБٰ΅Ϟࠢʮ̡), 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, the ultimate controlling shareholder of the Company and a connected person of the Company under the Listing Rules

"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

"Hong Kong 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

"Latest Practicable Date"

19 April 2022, 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

"RSU Plan"

the BOC Aviation Limited Restricted Share Unit Long Term Incentive Plan, which was adopted by the Company in December 2017

"RSUs"

"SFO"

the restricted share units granted under the RSU Plan 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 10% 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 8 and 15 to 16 of this circular

"Share Repurchase Mandate"

"Shareholder(s)"

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, 14 to 15 and 22 to 24 of this circular holder(s) of Share(s)

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"Takeovers Code"

the Hong Kong Code on Takeovers and Mergers

"US$"

United States dollars, the lawful currency of the United States of America

LETTER FROM THE BOARD

BOC AVIATION LIMITED ʕვঘ٤ॡ༣Ϟࠢʮ̡*

(Incorporated in the Republic of Singapore with limited liability)

Stock code: 2588

Chairman and Non-executive Director:

CHEN Huaiyu

Executive Directors:

ZHANG Xiaolu

(Vice Chairman & Deputy Managing Director)

Robert James MARTIN

(Managing Director & Chief Executive Officer)

Non-executive Directors:

CHEN Jing

DONG Zonglin WANG Xiao WEI Hanguang

Independent Non-executive Directors:

DAI Deming

FU Shula

Antony Nigel TYLER YEUNG Yin Bernard

To the Shareholders

Dear Sir or Madam,

Registered Office and Principal

Place of Business in Singapore: 79 Robinson Road #15-01

Singapore 068897

Place of Business in Hong Kong: Level 54, Hopewell Centre

183 Queen's Road East Hong Kong

26 April 2022

The annual general meeting of BOC Aviation Limited will be held on Thursday, 9 June 2022 at 2 p.m. in a hybrid format. Shareholders can join the meeting in person at Saga Ballroom, Sofitel Singapore City Centre, 9 Wallich Street, Singapore 078885 or by electronic means. Registration at the physical venue, or for the conference call or live webcast, will begin at 1.30 p.m.

*For identification purpose only