AIR Announces Results of Extraordinary General Meeting of Shareholders

Rhea-AI Summary

AIR Global (NASDAQ: AIIR) reported that all resolutions at its Extraordinary General Meeting held on August 24, 2026 in London were approved. Shareholders authorized the Company to repurchase 5,000,000 ordinary shares from Harraden Circle Investors, LP and related entities at US$10.49 per share, for an aggregate consideration of US$52.45 million, and approved the related share repurchase contract linked to a prepaid share forward entered on May 11, 2026.

Shareholders also granted general authorities for future off‑market repurchases, including tender offers and privately negotiated transactions, and for open‑market buybacks on a securities exchange, subject to legal, regulatory and fiduciary constraints. In addition, they approved amendments to the articles of association allowing meeting notices to be given via a notice on the Company’s website. Voting turnout was high relative to the 160,386,602 issued shares, with most proposals receiving over 89% of votes cast in favor.

Positive

• US$52.45 million Harraden share repurchase at US$10.49 per share approved
• Specific Harraden buyback resolutions passed with about 99.98% of votes cast in favor
• Future off‑market share repurchases authorized with 89.08% of votes cast supporting
• Future open‑market buybacks on exchanges authorized with about 99.98% support
• Articles amendment to permit website meeting notices approved with 89.08% of votes cast in favor

Negative

• Harraden share repurchase commits US$52.45 million of corporate cash resources
• Off‑market buyback and articles amendment proposals each had about 10.91% of votes against

News Explained

Although shareholders approved general off-market and open-market repurchase authorities, AIR states that no buybacks other than the 5,000,000-share Harraden repurchase are currently planned; the additional authorities therefore provide permission, not a disclosed additional commitment.

News Market Reaction – AIIR

-0.81%

-0.81% Session close to close

In the Aug 26 session, AIIR declined 0.81%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

AIR’s recent first-half results announcement was followed by a -6.45% 24-hour reaction, adding a cau...

Analysis

AIR’s recent first-half results announcement was followed by a -6.45% 24-hour reaction, adding a cautious historical reference to this approved repurchase. Investors could watch execution, planned repurchase scope, and the company’s ongoing financial performance.

Key Figures

EGM date: August 24, 2026 Shares repurchased: 5,000,000 ordinary shares Repurchase price: US$10.49 per share +5 more

8 metrics

EGM date August 24, 2026 Extraordinary General Meeting held at 2:00 p.m. London time

Shares repurchased 5,000,000 ordinary shares Harraden share repurchase

Repurchase price US$10.49 per share Harraden share repurchase

Aggregate purchase price US$52.45 million Harraden share repurchase

Forward agreement date May 11, 2026 Prepaid share forward agreement

Issued share capital 160,386,602 shares Total issued share capital

Votes for 99.98% Proposals 1, 2, and 4 as a percentage of voted shares

Votes for 89.08% Proposals 3 and 5 as a percentage of voted shares

Historical Context

2 past events · Latest: Aug 20 (Neutral)

Pattern 2 events

Date	Event	Sentiment	24h Move	Catalyst
Aug 20	First-half earnings	Neutral	-6.5%	Revenue growth and guidance accompanied by operating and net losses.
Jun 08	Listing financial details	Neutral	-1.9%	Listing update detailed share count, forward purchase agreement, and net debt.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

The two selected recent news events were followed by negative 24-hour price reactions, diverging from the constructive or informational announcements.

Key Terms

prepaid share forward agreement, issuer tender offers, articles of association, fiduciary duties

4 terms

prepaid share forward agreement financial

"in connection with the prepaid share forward agreement entered into on May 11, 2026"

A prepaid share forward agreement is a contract where one party pays cash upfront for a future delivery of a company’s shares at a later date, often with the seller retaining some control over timing or source of the shares. Investors care because it creates a predictable cash inflow now and a potential increase in share count later, affecting ownership percentages, dilution, and how the transaction is reported on the company’s financial statements.

issuer tender offers financial

"including issuer tender offers or privately negotiated transactions"

An issuer tender offer is a formal proposal from a company to buy back its own securities (usually shares or bonds) from existing holders at a specified price and within a set time window. For investors it matters because accepting the offer changes how many securities remain outstanding, can alter the market price, income or voting power of remaining holders, and signals how the company is using cash — similar to a store offering to repurchase some of its own products to reduce stock on the shelf.

articles of association regulatory

"amendments to the Company’s articles of association"

A company's articles of association are its written rulebook that sets how the business is run, how decisions are made, and what rights owners and directors have—covering voting, meetings, appointment and removal of directors, share classes and dividend policies. For investors, these rules matter because they determine how easily control can change, what protections minority owners have, and how corporate actions (like issuing new shares or changing leadership) are approved, much like a home’s bylaws shaping what residents can and cannot do.

fiduciary duties regulatory

"subject to applicable law, market rules, liquidity requirements and the directors’ fiduciary duties"

Fiduciary duties are the legal and ethical responsibilities that company directors, officers, or financial advisors have to put shareholders’ interests ahead of their own, acting with honesty, care, and loyalty. Think of it like a guardian managing someone’s money: choices must prioritize the owner’s benefit, avoid conflicts, and be made with prudent judgment; investors rely on these duties to ensure decisions aren’t self‑serving and to provide grounds for legal action if abused.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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DUBAI, United Arab Emirates, Aug. 26, 2026 (GLOBE NEWSWIRE) -- AIR Global PLC (“AIR” or the “Company”) (NASDAQ: AIIR), a global leader in advanced flavored inhalation technologies and pioneer of next-generation nicotine delivery systems, today announced the results of an Extraordinary General Meeting ("EGM") of shareholders held at 2:00 p.m. London time on August 24, 2026, at Sovereign Gate, 18-20 Kew Rd, Richmond upon Thames TW9 2NA, London, United Kingdom.

All of the proposals submitted to shareholders at the EGM were approved.

Shareholders approved the repurchase by the Company of 5,000,000 ordinary shares beneficially owned by Harraden Circle Investors, LP and related Harraden entities, at a price of US$10.49 per share, representing an aggregate purchase price of US$52.45 million. Shareholders also approved the related share repurchase contract in connection with the prepaid share forward agreement entered into on May 11, 2026.

Shareholders further granted the Company general authorities to repurchase ordinary shares in the future through both off-market transactions, including issuer tender offers or privately negotiated transactions, and open market purchases on a securities exchange. These authorities are intended to provide the Board with flexibility to manage the Company’s capital structure efficiently, subject to applicable law, market rules, liquidity requirements and the directors’ fiduciary duties.  Other than the Harraden repurchase, the Company has no other share repurchases currently planned.

In addition, shareholders approved amendments to the Company’s articles of association to permit notices of general meetings to be given by drawing shareholders’ attention to a notice published on the Company’s website, subject to applicable legal and stock exchange requirements.

Details of the votes received, and how the votes were cast, for each resolution are set out below.

Total issued share capital: 160,386,602 shares

Proposal #1 Harraden Share Repurchase Proposal
	For	Against	Abstained
Total shares voted	148,449,584	21,303	6
% of voted	99.98%	0.01%	-
% of total issued share capital	92.55%	0.01%	-

Proposal #2 Harraden Share Repurchase Agreement Proposal
	For	Against	Abstained
Total shares voted	148,449,536	21,351	6
% of voted	99.98%	0.01%	-
% of total issued share capital	92.55%	0.01%	-

Proposal #3 Off-Market Share Repurchase Proposal
	For	Against	Abstained
Total shares voted	132,266,153	16,204,734	6
% of voted	89.08%	10.91%	-
% of total issued share capital	82.46%	10.10%	-

Proposal #4 Open Market Share Repurchase Proposal
	For	Against	Abstained
Total shares voted	148,451,738	19,149	6
% of voted	99.98%	0.01%	-
% of total issued share capital	92.55%	0.01%	-

Proposal #5 Articles Amendment Proposal
	For	Against	Abstained
Total shares voted	132,272,322	16,198,565	6
% of voted	89.08%	10.91%	-
% of total issued share capital	82.47%	10.09%	-

About AIR

Founded in 1999 and headquartered in Dubai, AIR is a global consumer brands and innovation company with a presence in more than 90 markets worldwide. Its portfolio reaches millions of adult consumers across social inhalation and modern nicotine categories through brands including Al Fakher (flavored shisha molasses), Crown Switch (closed system pod vaping platform), Crown Gems, and Al Fakher nicotine pouches.

AIR's strategy combines category-leading brands, scientific research, and in-house innovation capabilities. Strategic investments such as Greentank and royalty-generating intellectual property partnerships such as Crown Bar enhance its participation in fast-growing nicotine and inhalation categories. The company develops next-generation technologies and products, including OOKA.

By connecting brands, technology, science, and commercial partnerships, AIR is building a differentiated platform positioned to shape the future of adult consumer experiences.

Forward‑Looking Statements

This press release contains “forward‑looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and other U.S. federal securities laws. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “anticipate,” “believe,” “contemplate,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “potential,” “seek,” “should,” “target,” “will,” or, in each case, their negative or other variations or comparable terminology.

Such forward‑looking statements are based on available current market material and management’s expectations, beliefs and forecasts concerning future events impacting the Company. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by the forward‑looking statements, including, among others: statements regarding the announced annual general meeting; the Company’s ability to execute its product development and commercialization strategy; and other risks described in the Company’s filings with the SEC, including the Company’s Registration Statement on Form F-4, as amended, and subsequent furnished or filed reports.

Nothing in this press release should be regarded as a representation by the Company that the forward‑looking statements will be achieved. Forward‑looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise any forward‑looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

No Offer or Solicitation

This press release is for informational purposes only and does not constitute (and shall not be construed as) an offer to sell or the solicitation of an offer to buy any securities of the Company, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Contacts

AIR Investor Relations:
Gaurav Jain: Gaurav.jain@air.global; +971-56-439-4296
Anuja Shendye: Anuja.shendye@air.global; +971-58-907-8782
investor@air.global

AIR Media Relations:
ICR for AIR
For more information, email inquiries to AIRglobal@icrinc.com

FAQ

What did AIR Global (NASDAQ: AIIR) shareholders approve at the August 24, 2026 EGM?

Shareholders approved all five proposals, including a major share repurchase and new buyback authorities. According to AIR, resolutions covered a US$52.45 million Harraden buyback, future off‑market and open‑market repurchase authorities, and amendments allowing meeting notices via the company’s website.

What are the terms of AIR Global’s Harraden share repurchase approved in August 2026?

AIR shareholders approved repurchasing 5,000,000 Harraden‑owned ordinary shares at US$10.49 per share. According to AIR, this represents an aggregate consideration of US$52.45 million and is linked to a previously signed prepaid share forward agreement dated May 11, 2026.

Did AIR Global (AIIR) obtain authorization for future share buybacks at the 2026 EGM?

Yes, shareholders granted AIR general authority for future off‑market and open‑market share repurchases. According to AIR, these authorities cover issuer tender offers, privately negotiated transactions, and exchange purchases, all subject to applicable law, market rules, liquidity needs and directors’ fiduciary duties.

How did AIR Global shareholders vote on the Harraden share repurchase proposals?

Support was overwhelmingly positive, with about 99.98% of votes cast in favor of each Harraden proposal. According to AIR, Proposal #1 received 148,449,584 votes for, and Proposal #2 received 148,449,536 votes for, relative to 160,386,602 issued shares.

What change to AIR Global’s articles of association was approved in August 2026?

Shareholders approved allowing general meeting notices by directing shareholders to a notice on AIR’s website. According to AIR, the new mechanism remains subject to applicable legal and stock‑exchange requirements, and the articles amendment proposal received 89.08% of votes cast in favor.

What was the voting outcome for AIR Global’s off‑market and open‑market repurchase authorities?

Off‑market repurchase authority passed with 89.08% of votes cast in favor and 10.91% against. According to AIR, open‑market repurchase authority had about 99.98% support, with 148,451,738 votes for and 19,149 votes against.