[AirMedia Group Inc. Announces Notice of 2013 Annual General Meeting Beijing, June 25, 2013 Only shareholders of record at the close of business on June 21, 2013 are entitled to receive notice and to vote at the annual general meeting and any adjourned meeting. Holders of the Company’s American Depositary Shares (“ADSs”) who wish to exercise their voting rights for] [AIRMEDIA GROUP INC. (Incorporated in the Cayman Islands with limited liability) (NASDAQ Ticker: AMCN) NOTICE OF ANNUAL GENERAL MEETING to Be Held on 18 July 2013 AGM Company NOTICE IS HEREBY GIVEN that an Annual General Meeting (“ 1. As a special resolution, THAT the Articles of Association of the Company currently in effect be amended by the insertion of] [AIRMEDIA GROUP INC. Company (the “ FORM OF PROXY FOR SHAREHOLDERS I/We Please Print Name(s) of Please Print Address(es) being (a) shareholder(s) of the Company with of or failing him/her of Chairman or failing him/her the duly appointed chairman of the AGM (the “ For Against Abstain 1. As a special resolution, THAT the Articles of Association of the Company] [AIRMEDIA GROUP INC. TO THE REGISTERED HOLDERS OF AMERICAN DEPOSITARY SHARES (“ADRs”) REPRESENTING ORDINARY SHARES OF AIRMEDIA GROUP INC. Please refer to the reverse side of this card for the Resolutions to be voted at the Meeting. FOLD AND DETACH HERE FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST] [AIRMEDIA GROUP INC. Herman Guo Chairman and Chief Executive Officer 2]