REG - Air Astana JSC - Notice of AGM

Air Astana AOAnnouncement

01/04/2025 12:15

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RNS Number : 1580D  Air Astana JSC  01 April 2025

1 April 2025

 

Air Astana Joint Stock Company

 

 

Notice of the Annual General Meeting of Shareholders of Air Astana JSC

 

Air Astana Joint Stock Company ("Air Astana JSC" or the "Company"), location
of the executive body - 4A Zakarpatskaya Street, Turksib District, Almaty,
050039, the Republic of Kazakhstan, gives notice that the Board of Directors
has decided to convene the Annual General Meeting of Shareholders (AGM) of Air
Astana JSC on 29 May 2025 at 11:00 AM (Almaty time) at the following address:
4A Zakarpatskaya Street, Turksib District, Almaty, 050039, the Republic of
Kazakhstan. Registration of participants of the AGM will start at 09:00 AM
(Almaty time).

 

The AGM will be held in person, in accordance with Articles 35-37, 39-48,
50-52 of the Law of the Republic of Kazakhstan No.415-II "On Joint Stock
Companies" dated 13 May 2003.

 

In the event that the AGM does not take place on the above date, it will be
rescheduled for 30 May 2025 at 11:00 AM (Almaty time).

 

Shareholders registered by the Central Securities Depository as shareholders
in the register of holders of shares as of 30 April 2025 (00:00 Almaty time)
are entitled to attend the AGM and vote at it.

 

To register for participation in the AGM, participants will need to provide
their identity documents and shareholders' representatives are required to
present duly executed power of attorney to participate in the meeting with the
right to vote.

 

The AGM is held in the presence of shareholders and/or their representatives,
as well as certain employees and all or some members of the Board of Directors
of the Company. Decisions on the agenda of the AGM are made by voting. After
shareholders vote on the agenda items, the results of the AGM will be
summarized and then be published in the prescribed manner.

 

Proposed agenda of the AGM:

 

1.   On approval of the audited annual financial statements (consolidated
and separate) of Air Astana JSC for the year ended 31 December 2024.

2.   Consideration of the information on the Dividend Policy Regulations of
Air Astana JSC, as approved by the decision of the General Meeting of
Stockholders of Air Astana JSC dated 11 May 2009 (Minutes No. 56) with
amendments approved by the decisions of the General Meeting of Stockholders of
Air Astana JSC dated 29 May 2015 (Minutes No. 116) and 31 May 2029 (Minutes
No. 154) to be no longer in force.

3.   On approval of the procedure for distribution of the net income of Air
Astana JSC for the year 2024, deciding on payment of dividends on common
shares of Air Astana JSC for the year 2024 and the amount of the 2024 dividend
per one common share of Air Astana JSC.

4.  Consideration of information on the shareholders' appeals against the
actions of Air Astana JSC and its officers in the year 2024 and results of
consideration thereof.

5.   Consideration of information on the amount and composition of the
remuneration of the members of the Board of Directors and Executive Body of
Air Astana JSC paid in the year 2024.

6.  On determining the audit organisation to perform the audit (review) of
the financial statements of Air Astana JSC for the years ending 31 December
2025, 31 December 2026 and 31 December 2027.

7.   On election of the Counting Commission of Air Astana JSC for the period
1 June 2025 - 1 June 2026.

 

Materials on the agenda of the AGM:

 

The Company's shareholders can access the materials relating to the above
agenda of the AGM by sending a request with documents certifying the
shareholder's status attached to the following e-mail address:
gsm.materials@airastana.com, or at the Company's executive body office at the
following address: 4A Zakarpatskaya Street, Turksib District, Almaty, 050039,
the Republic of Kazakhstan. The materials of the AGM will be available for
shareholders to review not later than ten days before the meeting.
Shareholders can request to have materials to be sent to them within three
working days of the receipt of such a request. Charges for copies of the
documents and document delivery are at the expense of shareholders.

 

Disclosure of information on national ownership by shareholders

 

In accordance with the provisions of Article 74-1 of the Law of the Republic
of Kazakhstan No. 339-IV "On the Use of the Airspace of the Republic of
Kazakhstan and Aviation Activity" dated 15 July 2010 (the "Aviation Law")
and Article 8.1 of the Charter of the Company, each person holding the common
shares of Air Astana JSC and/or global depositary receipts representing common
shares of Air Astana JSC (the "shareholder") must provide Air Astana JSC with
information on citizenship (country of incorporation) of the shareholder
itself, as well as on citizenship of the ultimate owners exercising effective
control over such shareholder as per the form "Information on Shareholder and
its Ultimate Owners" (the "Nationality Information").

An illustrative example for filling in the form "Information on Shareholder
and its Ultimate Owners" is available on the website of the Company: Example
of the filled form
(https://ir.airastana.com/media/8dd70faf7b8591f/%D0%BF%D1%80%D0%B8%D0%BC%D0%B5%D1%80-%D0%B7%D0%B0%D0%BF%D0%BE%D0%BB%D0%BD%D0%B5%D0%BD%D0%B8%D1%8F-for-disclosure-demand-eng.docx)

 

The shareholder wishing to attend the AGM and/or participate in voting, who
has not provided the Nationality Information earlier or whose Nationality
Information has changed since it has been provided, must provide Air Astana
with the Nationality Information not later than 23 May 2025 in the Kazakh, or
Russian, or English language by sending the Nationality Information to the
following email address of Air Astana: investor.relations@airastana.com
(mailto:investor.relations@airastana.com)

 

The individual shareholders who are the citizens of the Republic of Kazakhstan
will be able to satisfy this requirement and participate in the AGM by
presenting an identity card of a citizen of Kazakhstan at the registration for
participation in the AGM.

 

Air Astana JSC hereby reminds that, in accordance with the provisions of
Clauses 4 and 5 of Article 74-1 of the Aviation Law, as well as Articles 8.8
and 8.9 of the Charter of Air Astana JSC:

 

1.  in the event of partial or complete failure by the shareholder to provide
the Nationality Information, such shareholder: (1) is not counted towards the
quorum of the AGM of Air Astana JSC; and (2) is not entitled to take part in
voting and/or discussion of matters considered by the AGM of Air Astana JSC;

 

2.    in the event the shareholder provides false information which is
discovered after adoption of the relevant decision by the AGM of Air Astana
JSC: (1) if that decision was voted for by the majority of voting shares
(without taking into account the voting shares of the shareholder who provided
the false information), the decision of the AGM of Air Astana JSC is
considered to be adopted without taking into account the votes of the
specified shareholder, subject to meeting the requirements for a quorum; and
(2) if the vote of the shareholder who provided the false information was a
casting vote, such circumstance is a ground for invalidation of the respective
decision of the AGM of Air Astana JSC.

 

 

 Enquiries:

Investor Relations of Air Astana Group  investor.relations@airastana.com (mailto:investor.relations@airastana.com)

 

About the Air Astana Group

 

Air Astana Group (Air Astana JSC and Fly Arystan JSC) is the largest airline
group in Central Asia and the Caucasus regions by revenue and fleet size. The
Group operates a fleet of 60 aircraft split between Air Astana, its
full-service airline that operated its inaugural flight in 2002, and
FlyArystan, its low-cost airline established in 2019. The Group provides
scheduled, point-to-point and transit, short-haul and long-haul air travel and
cargo on domestic, regional and international routes across Central Asia, the
Caucasus, the Far East, the Middle East, India and Europe. Air Astana was
recognised by SkyTrax as the Best Airline in Central Asia & CIS twelve
times and received the Best Airline Staff Service in Central Asia & CIS
award eight times in a row. FlyArystan was recognised as the Best Low-Cost
Carrier (LCC) in Central Asia & CIS at the SkyTrax awards twice.
Additionally, Air Astana was awarded a five-star rating in the major airline
category by the Airline Passenger Experience Association (APEX). The Group is
listed on the Kazakhstan Stock Exchange, Astana International Exchange and
London Stock Exchange (ticker symbol: AIRA).

 

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