Notice on the Annual General Meeting of Shareholders of Air Astana JSC
Notice on the Annual General Meeting of Shareholders of Air Astana JSC
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:
- On assigning the counting commission functions to Central Securities Depositary JSC.
- On approval of the audited annual financial statements of Air Astana JSC for the year 2023.
- 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.
- On the composition of the Board of Directors of Air Astana JSC.
- 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.
- 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) 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:
- 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;
- 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.
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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).