Asia Satellite Telecom : NOTICE OF ANNUAL GENERAL MEETING

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Asia Satellite Telecommunications Holdings Limited

亞 洲 衛 星 控 股 有 限 公 司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 1135)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting (''AGM'') of Asia Satellite Telecommunications Holdings Limited (the ''Company'') will be held at 12th Floor, Harbour Centre, 25 Harbour Road, Wanchai, Hong Kong on 14 June 2017 (Wednesday) at 10: 00 a.m. for the following purposes:

ORDINARY RESOLUTIONS

1. To receive and approve the audited consolidated financial statements and the reports of the Directors and auditor of the Company for the year ended 31 December 2016.

2. To declare a final dividend of HK$0.20 per share for the year ended 31 December 2016.

3. To re-elect Directors and authorise the Board to fix their remuneration.

4. To re-appoint PricewaterhouseCoopers as auditor of the Company and authorise the Board to fix their remuneration for the year ended 31 December 2017.

   As a special business, to consider and, if thought fit, to pass with or without modifications, the following resolutions as ordinary resolutions of the Company:

5. ''THAT:

6. subject to paragraph (5)(B) below, the exercise by the Directors during the Relevant Period of all the powers of the Company to allot, issue, grant, distribute and otherwise deal with additional Shares and to make, issue or grant offers, agreements, options, warrants and other securities which will or might require Shares to be allotted, issued, granted, distributed or otherwise dealt with during or after the end of the Relevant Period, be and is hereby generally and unconditionally approved;

   * for identification purpose only

7. the aggregate number of Shares allotted, issued, granted, distributed or otherwise dealt with or agreed conditionally or unconditionally to be allotted, issued, granted, distributed or otherwise dealt with (whether pursuant to an option, conversion or otherwise) by the Directors pursuant to the approval in paragraph (5)(A) above, otherwise than pursuant to:

8. a Rights Issue; or

9. the exercise of any options granted under the Company's share option scheme, and/or any issue of Shares upon the granting of award shares in the Company's share award scheme; or

10. any issue of shares upon the exercise of rights of subscription or conversion under the terms of any warrant issued by the Company or any securities which are convertible into Shares;

    shall not exceed the aggregate of:

11. 10% of the total number of issued shares of the Company as at the date of passing this resolution; and

12. (if the Directors are so authorised by a separate resolution of the Shareholders) the aggregate number of Shares of the Company repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10% of the total number of issued shares of the Company as at the date of this resolution);

and the said approval shall be limited accordingly; and

13. for the purpose of this resolution:

14. ''Relevant Period'' means the period from (and including) the date of passing of this resolution until the earlier of:

15. the conclusion of the next annual general meeting of the Company;

16. the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws or by any applicable law to be held; and

17. the revocation or variation of the authority given under this resolution by an ordinary resolution of the Shareholders in general meeting;

18. ''Rights Issue'' means an offer of Shares open for a period fixed by the Directors to holders of Shares on the register of members (and, if appropriate, to the holders of warrants and other securities which carry a right to subscribe or purchase shares in the Company on the relevant register) on a fixed record date in proportion to their then holdings of such Shares (and, if appropriate, such warrants and other securities) (subject to such exclusions 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 jurisdiction or territory applicable to the Company); and

19. ''Shares'' means shares of all classes in the capital of the Company and warrants and other securities which carry a right to subscribe or purchase shares in the Company.''

20. ''THAT:

21. subject to paragraph (6)(B) below, the exercise by the Directors during the Relevant Period of all the powers of the Company to purchase Shares on the Stock Exchange or of any other stock exchange on which the Shares may be listed and recognised for this purpose by the SFC and the Stock Exchange for such purpose, in accordance with all applicable laws in this regard, be and is hereby generally and unconditionally approved;

22. the aggregate number of Shares which may be purchased or agreed conditionally or unconditionally to be purchased by the Company pursuant to the approval in paragraph (6)(A) above shall not exceed 10% of the total number of issued shares of the Company as at the date of passing this resolution, and the said approval shall be limited accordingly; and

23. for the purposes of this resolution:

24. ''Relevant Period'' means the period from (and including) the passing of this resolution until the earlier of:

25. the conclusion of the next annual general meeting of the Company;

26. the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws or by any other applicable law to be held; and

27. the revocation or variation of the authority given under this resolution by an ordinary resolution of the Shareholders in general meeting; and

28. ''Shares'' means shares of all classes in the capital of the Company and warrants and other securities which carry a right to subscribe or purchase shares in the Company.''

29. ''THAT, conditional on the passing of Resolutions (5) and (6) above, the General Mandate granted to the Directors of the Company to allot, issue and otherwise deal with additional Shares and to make or grant offers, agreements, options, warrants, and other securities which might require the exercise of such power pursuant to Resolution (5) be and is hereby extended by the addition thereto of an amount representing the total number of issued shares of the Company repurchased by the company under the authority granted pursuant to Resolution (6), provided that such amount shall not exceed 10% of the total number of issued shares of the Company as at the date of passing the resolution.''

30. ''THAT

1. subject to the Listing Committee of The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') granting approval for the listing of, and permission to deal in, 2,956,130 shares (the ''Shares'') of HK$0.10 each in the share capital of the Company falling to be issued pursuant to the letter granting share options of the Company to Mr. Jordan (the ''Share Option Scheme''), which is marked ''A'' and has been produced to the meeting and signed by the chairman of the meeting for the purpose of identification, the Share Option Scheme be and is hereby approved and adopted by the Company; and

2. the directors of the Company be and are hereby authorised:

3. to administer the Share Option Scheme at their absolute discretion;

4. to modify and/or amend the Share Option Scheme from time to time provided that such modification and/or amendment is effected in accordance with the provisions of the Share Option Scheme relating to modification and/or amendment and the requirements of the Listing Rules;

5. to allot, issue and deal with any Shares pursuant to the exercise of the subscription rights attached to the options granted under the Share Option Scheme in accordance with the terms of the Share Option Scheme; and

6. to do all such acts as they may in their absolute discretion consider necessary, desirable or expedient in order to give full effect to the Share Option Scheme."

By order of the Board

Sue YEUNG

Company Secretary

Hong Kong, 12 May 2017