REG - Air Astana JSC - Notice of Extraordinary General Meeting

Air Astana AOAnnouncement

17/11/2025 08:15

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RNS Number : 7756H  Air Astana JSC  17 November 2025

17 November 2025

 

Air Astana Joint Stock Company

 

 

Notice of Extraordinary 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 an Extraordinary General Meeting of Shareholders
("EGM") of Air Astana JSC on 15 January 2026.

 

The EGM will be held by voting in absentia, without holding a General Meeting
of Shareholders in person, in accordance with Articles 35-37, 39-41, 43-47,
49-52 of the Law of the Republic of Kazakhstan No.415-II "On Joint Stock
Companies" dated 13 May 2003 (the Law "On Joint Stock Companies").

 

Shareholders registered by the Central Securities Depository as shareholders
in the register of holders of shares as of 1 December 2025 (00:00 Almaty time)
are eligible to participate in the EGM, taking into account the provisions
provided for in the section "Disclosure of information on national ownership
by shareholders" below. After the specified date, if a Shareholder included in
the Central Securities Depository list of persons eligible to participate and
vote in the EGM has divested their voting shares of the Company, the right to
participate in the EGM shall be transferred to the new shareholder. In this
case, documents confirming the ownership of the shares must be submitted.

 

 

Proposed agenda of the EGM:

 

1. On deciding on the conclusion by the Company of a major transaction for the
acquisition of Boeing 787-9 type aircraft for the amount constituting fifty
per cent or more of the total amount of the balance sheet value of the assets
of the Company.

 

In accordance with paragraph 6 of Article 43 of the Law "On Joint Stock
Companies", when a decision is made by a General Meeting of Shareholders by
means of voting in absentia, the agenda of the General Meeting of Shareholders
cannot be amended and (or) supplemented.

 

 

Materials on the agenda of the EGM:

 

The Company's shareholders can access the materials relating to the above
agenda of the EGM 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 EGM 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.

 

 

Procedure for voting in absentia

 

Participation in the EGM by voting in absentia without holding a General
Meeting of Shareholders in person will be carried out by filling out a Voting
Slip for voting in absentia ("Voting Slip), which will be available on the
Company's website (https://ir.airastana.com/INDIVIDUALS.docx
(https://ir.airastana.com/media/8de259d5e8b7a20/gsm_voting-slip_eng_individual.docx)
and https://ir.airastana.com/LEGAL_ENTITIES.doc
(https://ir.airastana.com/media/8de259d76a32373/gsm_voting-slip_eng_legal-entity.doc)
) and the Internet resources of the Financial Reporting Depository.

 

It being understood that:

 

1)      to receive a Voting Slip, please follow the link on the Company's
website: https://ir.airastana.com/INDIVIDUALS.docx
(https://ir.airastana.com/media/8de259d5e8b7a20/gsm_voting-slip_eng_individual.docx)
and https://ir.airastana.com/LEGAL_ENTITIES.doc
(https://ir.airastana.com/media/8de259d76a32373/gsm_voting-slip_eng_legal-entity.doc)
and print out the electronic form of the Voting Slip placed thereon;

2)      before voting on the agenda item of the EGM, it is necessary to
fill in all the fields on the Voting Slip with information about the
Shareholder. To vote on the agenda item of the EGM, one of the cells with
possible voting options: "for" or "against" or "abstain" in the Voting Slip on
each item on the agenda of the EGM shall be marked or signed. Votes will be
counted if the Shareholder (or representative of the Shareholder) has complied
with the voting procedure specified in the Voting Slip and marked only one of
the possible voting options;

3)      in accordance with paragraph 6 of Article 49 of the Law "On Joint
Stock Companies", the Voting Slip shall be signed by the individual
Shareholder (or representative thereof), indicating the details of the
identity document of this person, or the head of the legal entity Shareholder
(or representative thereof). A Voting Slip which does not bear the signature
of the individual Shareholder, the head of the legal entity Shareholder, or a
representative of either, shall be deemed invalid;

4)      the Voting Slip for voting in absentia shall be accompanied
by:

 

for individual Shareholders - a copy of the Shareholder's identity document.
In the case of a representative of the Shareholder signing the Voting Slip, a
copy of the identity document of the Shareholder, as well as the
representative's own identity document, and a copy of a duly executed power of
attorney or other document confirming the authority of the Shareholder's
representative to sign the Voting Slip;

 

for legal entity Shareholders - a copy of the identity document of the head of
the legal entity Shareholder, or a copy of the identity document of the
Shareholder's representative, and a copy of a duly executed power of attorney
or other document confirming the authority of the Shareholder's representative
to sign the Voting Slip;

 

5)      the Voting Slip and the necessary documents specified in this
Notice will be accepted at the location of the executive body of the Company -
4A Zakarpatskaya Street, Turksib District, Almaty, 050039, the Republic of
Kazakhstan (addressed for the attention of a member of the counting commission
of the Company - Zhanat Zhandossov) - by hand or by registered post to ensure
a record of sending/receiving the Voting Slips and the necessary documents
specified in this Notice. When sending documents by post, it is recommended to
indicate on the envelope the following note: "For the EGM of Air Astana JSC.
Meeting date: 15 January 2026";

6)      Voting Slips filled in for each agenda item for the purpose of
counting the results of voting in absentia shall be received by the Company
between 9:00 a.m. (Almaty time) on 22 December 2025 to 6:00 p.m. (Almaty time)
on 14 January 2026;

7)      the date of counting the results of voting in absentia is 15
January 2026. On the specified date, the Company's counting commission:

 

(a)     shall determine the validity of the received Voting Slips and
count the number of valid Voting Slips and the votes indicated therein for
each agenda item;

(b)     shall determine the quorum of the EGM;

(c)     shall draw up minutes of the voting results at the EGM.

 

The Company also reminds holders of global depositary receipts (the "GDRs")
representing the Company's common shares (the "Shares") that the rules and
procedures for the exercise of voting rights with respect to the Shares by
holders of GDRs are set forth in the Terms and Conditions of GDRs (see
Condition 16) of the Prospectus:
https://ir.airastana.com/en/disclosure-center/ipo-documents/#
(https://ir.airastana.com/en/disclosure-center/ipo-documents/) . As set forth
in the Terms and Conditions of GDRs, holders of GDRs shall exercise their
voting rights only by giving instructions to Citibank, N.A., acting as
depositary bank (the "Depositary"), subject to the provision of identification
information and compliance with other requirements of the Depositary. GDR
holders wishing to give voting instructions to the Depositary must sign,
complete and return the voting form within the specified time, in accordance
with the procedure set out in the relevant notice of the Extraordinary General
Meeting of Shareholders, which will be sent by the Depositary to GDR holders
in the near future together with the voting form.

 

In accordance with part two of paragraph 4 of Article 45 of the Law "On Joint
Stock Companies", in the event of the absence of a quorum when holding the EGM
by voting in absentia, no adjourned EGM shall be held.

 

In accordance with paragraph 6 of Article 51 of the Law "On Joint-Stock
Companies", the results of voting in absentia shall be communicated to
shareholders by publishing them on the Company's website, the Internet
resources of the Financial Reporting Depository and stock exchanges.

 

 

Disclosure of information on national ownership by Shareholders

 

In accordance with 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 Shares and (or) GDRs
representing the shares (the "Shareholder") must provide the Company with
information on citizenship (country of incorporation) of the Shareholder
itself, as well as on the citizenship of the ultimate owners exercising
effective control over such Shareholder (the "Nationality Information").

 

The Company draws attention to the fact that in order to participate in the
EGM, a shareholder who has not provided the Nationality Information earlier or
whose Nationality Information has changed since it has been provided, must
provide the Nationality information in the form "Information on Shareholder
and its Ultimate Owners", posted on the Company's website:
https://ir.airastana.com/media/Demand for disclosure.docx
(https://ir.airastana.com/media/8dcdc6f33509c86/for-disclosure-demand-attachment-eng.docx)
, together with a Voting Slip.

 

The Company 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 the Company:

 

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 EGM; and (2) is not entitled to take part in voting
and/or discussion of matters considered by the EGM;

 

2.    in the event the Shareholder provides false information which is
discovered after adoption of the relevant decision by the EGM: (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 EGM 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 EGM.

 

 

 Enquiries:

Investor Relations Service   investor.relations@airastana.com (mailto:investor.relations@airastana.com)

 Corporate Secretary Service  gsm.materials@airastana.com

 

 

About the Air Astana Group

 

Air Astana Group (Air Astana JSC and FlyArystan JSC) is the largest airline
group in the Central Asia and the Caucasus regions by revenue and fleet size.
The Group operates a fleet of 62 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 Gulf, India and Europe. Air Astana has been
recognised by Skytrax as the Best Airline in Central Asia and CIS fourteen
years running and received the Best Airline Staff Service in Central Asia and
CIS award nine times in a row. FlyArystan has been recognised as the Best
Low-Cost Carrier in Central Asia and CIS at the Skytrax awards three times.
Additionally, Air Astana was awarded a five-star rating in the major airline
category by the Airline Passenger Experience Association (APEX). Air Astana
JSC is listed on the Kazakhstan Stock Exchange, Astana International Exchange
and the London Stock Exchange (ticker symbol: AIRA).

 

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