ASIA SATELLITE TELECOMMUNICATIONS HOLDINGS LIMITED

? ? ? ? ? ? ? ? ? ? *

(Incorporated in Bermuda with limited liability) Stock Code: 1135

NOMINATION COMMITTEE TERMS OF REFERENCE A. Purpose

The Nomination Committee is established as a committee of the Board. The Nomination Committee shall be primarily responsible for leading the process of identifying suitable candidate to be appointed as the Board members and the chief executive of the Company. The committee shall have no powers other than those set out in these terms of reference below.

B. Membership

The Nomination Committee shall have at least five members, with the majority of the members being independent in order to satisfy applicable independence requirements, as determined by the Board and relevant regulatory authority. The quorum for the committee shall be two members. The members of the Nomination Committee shall be appointed by the Board. Members of the Nomination Committee may be removed at any time by action of the Board. The Chairman of the Nomination Committee shall be appointed by the Board and shall be an independent non-executive Director. Members shall be appointed for an initial three year term of office after which they shall continue for another term, if not revoked.

C. Meetings

The Nomination Committee shall meet at least once per year or more frequently as circumstances require. The meeting may be held prior to the meeting of the Board or by telephone.
An agenda shall be circulated at least seven days before each meeting to the committee members. The minutes of the meetings of the committee shall be circulated to the Board.
1

Asia Satellite Telecommunications Holdings Limited

Nomination Committee - Terms of Reference

D. Authority and Responsibilities

To fulfill its responsibilities, the Nomination Committee shall:
1. Identify individuals qualified to become members of the Board (consistent with criteria approved by the Board), and to select, or recommend that the Board select, the director nominees for the next annual general meeting of shareholders.
2. Review the structure, size and composition of the Board annually and make recommendations on any proposed changes to the Board to complement the Company's corporate strategy.
3. Make recommendations to the Board with respect to membership on committees of the Board, other than the Nomination Committee.
4. Make recommendations to the Board with respect to succession planning for directors and the President and Chief Executive Officer and the senior management staff.
5. Receive comments from all directors as to the Board's performance and report
annually to the Board with an assessment of the Board's performance.
6. Assess the independence of independent non-executive directors.
7. Participate in and oversee the evaluation of management, and report the results of such evaluation to the Board at least annually.
8. Prepare and recommend to the Board a set of corporate governance guidelines applicable to the Company. Review and reassess the adequacy of such guidelines annually and recommend to the Board any changes deemed appropriate by the Nomination Committee.
9. Review and reassess the adequacy of the terms of reference annually in light of applicable stock exchange requirements and securities laws, and recommend to the Board any changes deemed appropriate by the Nomination Committee.
10. Assess the overall performance of the Board and other committees (including its own)
and that of individual directors annually.
11. Report regularly to the Board.
12. Perform any other activities consistent with the terms of reference, the Company's by- laws and governing law, as the Nomination Committee or the Board deems appropriate.

E. Resources

The Nomination Committee shall have the sole authority to retain and terminate a search firm to be used to identify director candidates and the authority to retain other professionals to assist it with any background checks, including sole authority to approve the search firm's and such other professionals' fees and retention terms.
Date: 19 June 2013

* For identification only

2

Asia Satellite Telecommunications Holdings Limited

Nomination Committee - Terms of Reference

distributed by