CATHAY PACIFIC AIRWAYS LIMITED MINUTES OF THE 2009 ANNUAL GENERAL MEETING OF THE SHAREHOLDERS OF THE COMPANY HELD AT PACIFIC PLACE CONFERENCE CENTRE, LEVEL 5, ONE PACIFIC PLACE, 88 QUEENSWAY, HONG KONG, ON WEDNESDAY, 13 TH MAY 2009 AT 2:30 P.M. Present & Attending: 69 shareholders attended the meeting in person or by proxy as per attached attendance record. C.D. Pratt (Chairman) A.N. Tyler (Chief Executive) J.R. Slosar (Chief Operating Officer) J.E. Hughes-Hallett (Finance Director) I.S.C. Shiu (Director Corporate Development) P. Chen (Director) M. Cubbon (Director) J.W.J. Hughes-Hallett (Director) P.T.C. Lee (Director) V.F. Moore (Director) J.C.K. So (Director) R.B. Woods (Director) E. Leung (Representing the Auditors) Romy Cheng (Representing the Share Registrars) D. Fu (Secretary) Quorum and Notice: The Chairman noted that a quorum was present and that the Notice convening the Meeting had been served on shareholders for the prescribed period. With the approval of the shareholders attending the Meeting, the Notice convening the meeting, a copy of which is attached to and forms part of these minutes, was taken as read. Poll: The Chairman demanded that all the resolutions proposed at the Meeting be voted on by poll in accordance with Article 72(a) of the Company s Articles of Association. He directed that the poll be taken at the end of the meeting and that the master of
- 2 - ceremony explained the poll procedure after all the resolutions had been proposed. He further advised that the poll results would be published on the websites of the Stock Exchange and the Company. Auditors Report: The Report of the Auditors was read by Eric Leung, representing the Auditors, KPMG. A shareholder raised questions on the cost savings initiatives and the expected 2009 dividend payment of the Company. The Chairman replied that the Company had made every effort to cut costs at all levels although the aviation industry was characterised by having high fixed costs. The dividend distribution to be made for the financial year ending 31 st December 2009 would depend on the Company s business performance in 2009. It was too early to comment at this stage. A shareholder raised questions on the number and the remuneration of Directors. The Chairman replied that the Directors standing for election were replacing resigned Directors and that the total number of Directors would remain unchanged. The senior Directors had forgone their bonuses in respect of 2008 and received no salary increments in 2009. A shareholder raised a question on the terms of settlement with HM Revenue & Customs ( HRMC ) in relation to the potential tax liability of the Company s UK based pilots. A.N. Tyler replied that settlement of the outstanding tax liability had been reached with the HRMC and the terms were within the estimation range and considered acceptable. A shareholder recommended the Company to offer senior citizens discount for increasing passenger load factor. The Chairman replied that the Company offered discount airfares from time to time. He thanked the shareholder for her recommendation and advised that the Company would consider a senior citizens discount programme. A shareholder raised questions on the estimated savings from the Special Leave Scheme ( SLS ) and whether there would be adverse consequences on crew not giving consent to the SLS. A.N. Tyler replied that the exact amount of savings from the SLS
- 3 - was not yet available as the SLS was still being signed up by staff. The figures would be disclosed in the interim and final reports for the year 2009 in due course. The Chairman assured that Management would not take disciplinary action against crew not taking up the SLS. Election of Directors: The Chairman advised that subsequent to the dispatch of the circular to shareholders dated 6 th April 2009, Henry Fan had resigned as Deputy Chairman and Non-Executive Director of the Company with effect from 9 th April 2009. The proposed resolution on the re-election of FAN Hung Ling Henry was therefore withdrawn. The Chairman advised that Philip Chen, Peter Lee, Vernon Moore, Christopher Pratt, Jack So, Tung Chee Chen and Tony Tyler retired in accordance with Article 93 and, being eligible, offered themselves for re-election. Raymond Or also retired in accordance with Article 93 but did not offer himself for reelection. 1.(a) CHEN Nan Lok Philip be re-elected as a Director. For: 3,331,670,010 votes (98.8546%) Against: 108,096438,602,924 votes (1.1454%) 1.(b) The resolution on re-election of FAN Hung Ling Henry as a Director was withdrawn. 1.(c) LEE Ting Chang Peter be re-elected as a Director.
- 4 - For: 3,370,194,463 votes (99.9975%) Against: 83,028 votes (0.0025%) 1.(d) Vernon Francis MOORE be re-elected as a Director. For: 3,332,901,103 votes (98.8907%) Against: 37,387,831 votes (1.1093%) Mr. Andrew West proposed that: 1.(e) Christopher Dale PRATT be re-elected as a Director. For: 3,364,042,960 votes (99.8147%) Against: 6,246,531 votes (0.1853%) 1.(f) SO Chak Kwong Jack be re-elected as a Director.
- 5 - For: 3,260,716,072 votes (99.9555%) Against: 1,452,419 votes (0.0445%) 1.(g) TUNG Chee Chen be re-elected as a Director. For: 3,159,945,071 votes (96.8664%) Against: 102,222,863 votes (3.1336%) 1.(h) Antony Nigel TYLER be re-elected as a Director. For: 3,364,042,114 votes (99.8147%) Against: 6,246,377 votes (0.1853%) The Chairman advised that Kong Dong, James E. Hughes- Hallett and Ian Shiu who had been appointed as Directors of the Company under Article 91 since the last Annual General Meeting also retired and, being eligible, offered themselves for election.
- 6-1.(i) KONG Dong be elected as a Director. For: 3,240,367,779 votes (96.1452%) Against: 129,918,155 votes (3.8548%) 1.(j) James Edward HUGHES-HALLETT be elected as a Director. For: 3,277,485,041 votes (97.2465%) Against: 92,801,450 votes (2.7535%) 1.(k) SHIU Ian Sai Cheung be elected as a Director. For: 3,364,099,960 votes (99.8167%) Against: 6,176,531 votes (0.1833%)
- 7 - Appointment of Auditors: The Chairman advised that the accounts had been audited by KPMG who retired and, being eligible, offered themselves for reappointment. 2. KPMG be re-appointed Auditors to hold office until the conclusion of the next Annual General Meeting and that the Directors be authorised to fix their remuneration. For: 3,343,446,762 votes (99.2037%) Against: 26,837,729 votes (0.7963%) General Mandate for share repurchase: The Chairman said that the first item of special business was to consider and, if thought fit, to pass an Ordinary Resolution granting a general mandate to the Directors to repurchase up to 10% of the issued shares of the Company on the Stock Exchange. The explanatory statement required by the Listing Rules to be sent to shareholders in this connection was set out in the Appendix to his letter to shareholders dated 6 th April 2009. He advised that since the last Annual General Meeting the Company had not repurchased any of its shares. He further advised that the Directors would consider the repurchase of shares if they felt it to be in the interest of the Company. The Chairman proposed the following Ordinary Resolution: 3. THAT: (a) subject to paragraph (b), the exercise by the Directors during the Relevant Period of all the powers of the Company to make on-market share repurchases (within the meaning of the Code on Share Repurchases) be approved;
- 8 - (b) the aggregate nominal amount of the Company s shares which may be repurchased pursuant to the approval in paragraph (a) above shall not exceed 10 per cent of the aggregate nominal amount of the shares in issue at the date of passing this Resolution; and (c) for the purpose of this Resolution: Relevant Period means the period from the passing of this Resolution until the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by law to be held; and (iii) the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders in general meeting; and references to shares include securities which carry a right to subscribe for or purchase shares. For: 3,370,281,477 votes (100.0000%) Against: 14 votes (0.0000%) General Mandate to issue and dispose of additional shares: The Chairman advised that the last item of special business was to consider and, if thought fit, to pass an Ordinary Resolution giving the Directors a new general mandate to issue additional shares in the Company up to a maximum of 20% of the existing issued share capital of the Company, provided that the aggregate nominal amount of shares allotted wholly for cash would not exceed 5% of the aggregate nominal amount of the shares then in issue.
- 9 - He advised that since the last Annual General Meeting, the Company had issued 1,886,400 shares under the share option scheme which was adopted at the Company s Extraordinary General Meeting held on 10 th March 1999. The Chairman proposed the following Ordinary Resolution: 4. THAT: (a) (b) (c) subject to paragraph (b), the exercise by the Directors during the Relevant Period of all the powers of the Company to allot, issue and deal with additional shares and to make or grant offers, agreements and options which will or might require the exercise of such powers during or after the end of the Relevant Period be approved; the aggregate nominal amount of shares allotted or agreed conditionally or unconditionally to be allotted (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 or (ii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares, shall not exceed the aggregate of 20 per cent of the aggregate nominal amount of the shares in issue at the date of passing this Resolution provided that the aggregate nominal amount of the shares so allotted (or so agreed conditionally or unconditionally to be allotted) pursuant to this Resolution wholly for cash shall not exceed 5 per cent of the aggregate nominal amount of the shares in issue at the date of passing this Resolution; and for the purpose of this Resolution: Relevant Period means the period from the passing of this Resolution until the earliest of: (i) the conclusion of the next annual general meeting of the Company; and (ii) the expiration of the period within which the next annual general meeting of the Company is required by law to be held; and
- 10- (iii) the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders in general meeting; and Rights Issue means an offer of shares to holders of shares on the register on a fixed record date in proportion to their then holdings of such shares (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 restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong). For: 3,263,790,447 votes (96.8403%) Against: 106,491,044 votes (3.1597%) Conclusion and Poll results: As all the resolutions had been proposed and considered, the Chairman appointed Computershare Hong Kong Investor Services Limited, the Company s share registrars, to act as scrutineer for the polls and advised that the poll results would be notified to the Stock Exchange and published on the websites of the Stock Exchange and the Company. A copy of the poll results is attached to and forms part of these minutes. The Chairman concluded the meeting by thanking the shareholders for their attendance. There being no further business, the Meeting was closed at 3:00 p.m. DF/fl P:\WC - CPA\AGM\2009\2009.05.13 AGM Chairman
- 11 - CATHAY PACIFIC AIRWAYS LIMITED 2009 ANNUAL GENERAL MEETING ATTENDANCE RECORD 1-13 Celia ARTHUR, Marion I.K. BEVES, CHUNG Kee Man, Nobuyuki ISHIZAWA, James Watson KIRKPATRICK, LAM Jon Nin, LAM Tat Yan, NGAN Chun Kwan, Noreena Margaret PARKER, Susan Elizabeth Eakin RANCE, WONG Chun Yee, WONG Hoi Chuen, WONG Tat Loong Anthony represented by Christopher Dale PRATT 14. Angel Paradise Limited represented by Christopher Dale PRATT 15. CHAN Jan Kar 16. CHAN Ka Fai represented by CHAN Sai Kit 17. CHAN U Tong represented by CHAN Tai Yip Donny 18. CHAN Yuk Ming 19. CHOW Ngan Yu Jennie represented by TSUI Chi Kwong 20. CHENG Chok Bun 21. CHEUNG Kai Man 22. CHEUNG Sau Ying represented by CHEUNG Sau Lin Annette 23. CHEUNG Sung 24. CHEUNG Wing Ming 25. CHIU Chi Chuan 26. CHOI Yuk Chun 27. CHOW Har Yee 28. Easerich Investments Inc. represented by Christopher Dale PRATT 29. FUNG Hang Chen 30. FUNG Kwai Hing
- 12-31. FUNG Wah Yim 32. Hang Seng (Nominee) Limited represented by Christopher Dale PRATT 33. HKSCC Nominees Limited represented by CHANG Shu Ching, HUNG Kee Lun Matthew, MA Man Wai, OU Chin Lan, WAN Luen Hing, John Simpson WARHAM and YEUNG Oi Wan 34. HA Cheung Choi John 35. HUI Ka Shing 36. HSBC Nominees (Hong Kong) Limited represented by Christopher Dale PRATT 37. HUNG Ivan Kwok Kee 38. KAY Mary Jo 39. KO Oi Chun 40. KONG Po Har 41. KONG Suk Ying 42. LAI Hon Hung John 43. LAM Lo Fun 44. LAU Pui Kay represented by FUNG Hang Chen 45. LEE Chok Keung and LI Mui Chiu 46. LEE Szei Chuin 47. LEUNG King Kam 48. Motive Link Holdings Inc. represented by Christopher Dale PRATT 49. SIU Siu Yuen Miranda represented by SIU Hon Ching 50. SO Ying Lin
- 13-51. Swire Pacific Limited represented by Andrew Amery West and Christopher Dale PRATT 52. TAM Siu Shan Paul 53. TAN Beng Eng 54. Gangu Jethanand TOLANI 55. TONG Shiu Tung 56. TSANG Shing Fat 57. WONG Keung 58. WONG Shing Cheung 59. WONG Yuk Ngor 60. YAM Yee Yuk 61. YAN Chan Sun 62. YAU Sai Tung 63. YEUNG Tze Fung represented by KONG Po Har 64. YEUNG Wood Sang 65. YIP Lau Tze King represented by YIP Wing Shum 66. YIP Yut 67. YOUNG Sou Hong 68. YU Sik Hong 69. YUNG Yuk Ying