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:
- On approval of the audited annual financial statements (consolidated and separate) of Air Astana JSC for the year ended 31 December 2024.
- 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Meeting of Stockholders of Air Astana JSC dated 29 May 2015 (Minutes No. 116) and 31 May 2019 (Minutes No. 154) to be no longer in force.
- 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.
- 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.
- 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.
- 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.
- 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
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
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:
- 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;
- 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.
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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).