09:29     CATHAY PAC AIR<00293> - Announcement (2)                            

    The Company will comply with the continuing obligations under Rules 14A.  
    37-41 of the Listing Rules and will re-comply with the relevant Listing   
    Rules if the Annual Cap is exceeded, when the Agreements are renewed and  
    when there is a material change to their terms.                           
                                                                              
                                                                              
    Opinion of the Directors                                                  
    The Directors, including the independent non-executive Directors, consider
    that the terms of the Agreements, as subsequently amended, are fair and   
    reasonable and in the interests of the Company and its shareholders as a  
    whole and have been negotiated on an arm's length basis in the usual and  
    ordinary course of business, on normal commercial terms and on terms no   
    more favourable to DHL than those which the Company would offer to parties
    which are not connected persons (as defined under the Listing Rules) of   
    the Company.                                                              
                                                                              
                                                                              
    Directors                                                                 
    As at the date of this announcement, the Directors of the Company are:    
                                                                              
    Executive Directors:  Robert Atkinson, Philip Chen, Derek Cridland and    
    Tony Tyler;                                                               
    Non-Executive Directors:  Martin Cubbon, Henry Fan, James Hughes-Hallett, 
    Vernon Moore, Sir Adrian Swire, David Turnbull, Raymond Yuen, Carl Yung   
    and Zhang Xianlin; and                                                    
    Independent Non-Executive Directors:  Peter Lee, Raymond Or, Jack So and  
    Tung Chee Chen.                                                           
                                                                              
                                                                              
    Definitions                                                               
                                                                              
                                                                              
    "AHK"                                                                     
                                                                              
    AHK Air Hong Kong Limited, owned 60% by the Company and 40% by DHL, the   
    principal activity of which is the operation of cargo airline services.   
                                                                              
    "Amendments"                                                              
                                                                              
    The Nagoya Amendment and the Beijing Amendment.                           
    "Beijing                                                                  
    Amendment"                                                                
                                                                              
    Amendment Agreement dated 15th April 2005 between the Company and DHL for 
    amending the BSA to add Beijing as a destination.                         
                                                                              
    "Company"                                                                 
                                                                              
    Cathay Pacific Airways Limited, the principal activity of which is the    
    operation of scheduled airline services.                                  
                                                                              
    "DHL"                                                                     
                                                                              
    DHL International GmbH (formerly DHL International Limited), the principal
    activity of which is the provision of international express distribution  
    services.                                                                 
                                                                              
    "IATA Season"                                                             
                                                                              
    A period commencing on the last Sunday of March and ending on the day     
    before the last Sunday of October in any one year; or commencing on the   
    last Sunday of October in any one year and ending on the day before the   
    last Sunday of March in the next following year.                          
                                                                              
    "JVA"                                                                     
                                                                              
    Joint Venture Agreement dated 9th October 2002 between the Company and    
    DHL, pursuant to which DHL acquired a 30% attributable interest in AHK on 
    17th October 2002 and a further 10% on 6th March 2003.                    
                                                                              
    "Listing Rules"                                                           
    The Rules Governing the Listing of Securities on The Stock Exchange of    
    Hong Kong Limited.                                                        
                                                                              
    "Nagoya                                                                   
    Amendment"                                                                
                                                                              
    Amendment Agreement dated 4th March 2005 between the Company and DHL for  
    amending the BSA and the JSA to add Nagoya as a destination.              
                                                                              
                                                                              
    By Order of the Board                                                     
    Cathay Pacific Airways Limited                                            
    Margaret Yu                                                               
    Company Secretary                                                         
    Hong Kong, 19th April 2005