REG - Air Astana JSC - Notice on the Annual General Meeting

Air Astana AOAnnouncement

30/04/2024 12:00

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RNS Number : 6148M  Air Astana JSC  30 April 2024

30 April 2024

 

Air Astana Joint Stock Company

 

Notice on 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, notifies that the Board of Directors has
decided to convene the Annual General Meeting of Shareholders of Air Astana
JSC on 30 May 2024 at 11:00 AM (Almaty time) at the following address: Best
Western Plus Atakent Hotel, 42 Timiryazeva Street Block 10, Almaty, 050057,
the Republic of Kazakhstan. Registration of participants of the Annual General
Meeting of Shareholders will start at 10:00 AM (Almaty time).

 

The Annual General Meeting of Shareholders of the Company 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 Annual General Meeting of Shareholders does not take
place on the above date, it will be rescheduled for 31 May 2024 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 2024 (00:00 Almaty time)
are entitled to attend the Annual General Meeting of Shareholders.

 

To register, 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 Annual General Meeting of Shareholders 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 Annual General Meeting of Shareholders are made by voting. After
shareholders make decisions on the agenda items, the results of the Annual
General Meeting of Shareholders will be summarized and then be published in
the prescribed manner.

 

Proposed agenda of the Annual General Meeting of Shareholders:

 

1. On assigning the counting commission functions to Central Securities
Depositary JSC.

2. On approval of the audited annual financial statements of Air Astana JSC
for the year 2023.

3. On approval of the procedure for distribution of the net income of Air
Astana JSC for the year 2023, deciding on payment of dividends on ordinary
shares and approval of the amount of the dividend for the year 2023 per one
ordinary share of Air Astana JSC.

4. On the composition of the Board of Directors of Air Astana JSC.

5. Consideration of the information on the shareholders' appeals against the
actions of Air Astana JSC and its officers in the year 2023 and results of
consideration thereof.

6. Consideration of the information on the amount and composition of the
remuneration of the members of the Board of Directors and Executive Body of
Air Astana JSC.

 

Materials on the agenda:

 

The Company's shareholders can access the materials relating to the above
agenda of the Annual General Meeting of Shareholders 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 Annual
General Meeting of Shareholders 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

 

On 29 April 2024, Air Astana JSC published on its website (Link
(https://ir.airastana.com/en/about-us/company-news/demand-of-air-astana-joint-stock-company-for-disclosure-of-information-on-nationality-of-shareholders)
) the demand of Air Astana JSC for disclosure of information on nationality of
shareholders according to 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.

 

Pursuant to this demand, each person holding, as of 30 April 2024, 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 no
later than 24 May 2024 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" attached to the
specified demand (the "Nationality Information").

 

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 Annual General Meeting of Shareholders of Air Astana
JSC; and (2) is not entitled to take part in voting and/or discussion of
matters considered by the Annual General Meeting of Shareholders of Air Astana
JSC;

 

2.    in the event the shareholder provides false information which is
discovered after adoption of the relevant decision by the Annual General
Meeting of Shareholders 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 Annual General Meeting of Shareholders 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
Annual General Meeting of Shareholders of Air Astana JSC.

 

 Enquiries:

Irina Martinez (Head of Investor Relations)  investor.relations@airastana.com (mailto:investor.relations@airastana.com)

                        +7 727 258 41 36

Company overview:

 

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. Air
Astana Group operates a fleet of 51 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. Air Astana 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 eleven times in a row as the "Best Airline in Central
Asia and CIS" at the Skytrax World Airline Awards and received a five-star
rating in the major airline category by the APEX. Air Astana Group is listed
on the Kazakhstan Stock Exchange, Astana International Exchange and London
Stock Exchange (ticker symbol: AIRA).

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