Notice of the Extraordinary GM of Shareholders
Summary by AI BETAClose X
9 January 2026
Air Astana Joint Stock Company
Notice of the 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 9 February 2026 at 11:00 AM (Almaty time) at the following address: Ю-Liter (Block Ю), 4В Kuldzhinsky Trakt, Medeu District, Almaty, the Republic of Kazakhstan. Registration of participants of the EGM will start at 09:00 AM (Almaty time).
The EGM 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 EGM does not take place on the above date, it will be rescheduled for 10 February 2026 at 11:00 AM (Almaty time).
Shareholders registered by the Central Securities Depository as shareholders in the register of holders of shares as of 12 January 2026 (00:00 Almaty time) are entitled to attend the EGM and vote at it.
To register for participation in the EGM, 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 EGM 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 EGM are made by voting. After shareholders vote on the agenda items, the results of the EGM will be summarized and then be published in the prescribed manner.
Proposed agenda of the EGM:
1. On deciding on the conclusion by Air Astana JSC of a major transaction for the acquisition of Airbus А320neo family aircraft for the amount constituting fifty (50) per cent or more of the total amount of the balance sheet value of the assets of Air Astana JSC.
2. On approval of the restated Policy of Remuneration of the Members of the Board of Directors of Air Astana JSC.
3. On election (re-election) of the members of the Board of Directors of Air Astana JSC and determination of the term of office of the Board of Directors of Air Astana JSC.
4. On election of the Chairman of the Board of Directors of Air Astana JSC.
5. On approval of the amount and terms of remuneration and compensations to the Independent Directors of Air Astana JSC.
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.
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, as of 12 January 2026, the common shares of Air Astana JSC and/or global depositary receipts representing common shares of Air Astana JSC (the "shareholder") and wishing to attend the EGM and participate in voting 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"), posted on the Company's website: https://ir.airastana.com/media/Demand for disclosure.docx. 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 EGM 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 3 February 2026 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 EGM by presenting an identity card of a citizen of Kazakhstan at the registration for participation in the EGM.
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 EGM of Air Astana JSC; and (2) is not entitled to take part in voting and/or discussion of matters considered by the EGM of Air Astana JSC;
2. in the event the shareholder provides false information which is discovered after adoption of the relevant decision by the EGM 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 EGM 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 EGM 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 62 aircraft split between Air Astana JSC, its full-service airline that operated its inaugural flight in 2002, and FlyArystan JSC, 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 JSC 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 JSC has been recognised as the Best Low-Cost Carrier in Central Asia and CIS at the Skytrax awards three times. Additionally, Air Astana JSC 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 London Stock Exchange (ticker symbol: AIRA).
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