Moscow, 4 May 2022 — The Board of Directors of PJSC Aeroflot (Moscow Exchange ticker: AFLT) announces the results of a meeting of the Board of Directors held on 29 April 2022.
Among other issues, the Board of Directors reviewed the following items of the agenda of the meeting:
Amendments to the Charter of PJSC Aeroflot (section concerning authorized shares). As part of measures aimed at improving the financial stability of Aeroflot Group and debt restructuring under letters of credit, the Board of Directors considered amendments to the Charter to increase the number of authorized shares. The number of authorized (not issued) shares in the Charter is proposed to be increased to 5,424,308,073 shares in order to provide for the possibility to increase the сharter capital by issuing additional shares – subject to the decision of an extraordinary general meeting of shareholders. The General Meeting of Shareholders is recommended to approve the proposed amendments to the Charter of PJSC Aeroflot. The amendment shall come into effect after the relevant resolution is passed by the General Meeting of Shareholders and the amendments to the Charter are registered with the Federal Tax Service. The specified amount of authorized shares is set with a margin, the actual volume of placement will depend on the final capital demands of the Company as part of debt restructuring under letters of credit, as well as the volume of pre-emptive rights exercitation and participation in an open subscription.
Determination of the placement price for additional ordinary shares of PJSC Aeroflot. The Board of Directors recommended the Extraordinary General Meeting of Shareholders to approve the placement price of RUB 34.29 based on the independent appraiser's report.
Increase in the charter capital of PJSC Aeroflot through an additional share issue. The Board of Directors recommended the Extraordinary General Meeting of Shareholders to increase the authorized capital by issuing additional shares in the amount of up to 5,424,308,073 shares.
Convening an Extraordinary General Meeting of Shareholders of PJSC Aeroflot. An Extraordinary General Meeting of Shareholders of PJSC Aeroflot has been convened to consider an additional share issue. The meeting is scheduled for June 3, 2022. If the necessary resolution is adopted, PJSC Aeroflot can carry out an additional share issue within the approved parameters.
Agenda of the Extraordinary General Meeting of Shareholders of PJSC Aeroflot. The agenda and all necessary documents for the Extraordinary General Meeting of Shareholders of PJSC Aeroflot have been approved.
The Board of Directors also determined May 16, 2022 as the date by which proposals on the agenda of the Annual General Meeting of Shareholders of PJSC Aeroflot in 2022 and proposals on candidates nomination for election to the Board of Directors and the Revision Committee of PJSC Aeroflot in 2022 will be accepted from Aeroflot shareholders.