China Southern Airlines Company Limited has issued a circular outlining seven key resolutions to be tabled at its Annual General Meeting on 29 May 2026 in Guangzhou.

General Mandate to Issue Shares • Directors seek authority to allot up to 3.62 billion new A and/or H shares—20% of the current 18.12 billion issued shares—at a maximum 20% discount to market price. • The mandate will remain valid until the earlier of the 2026 AGM, 12 months from approval, or a shareholder revocation.

Debt Financing Flexibility • Management requests a blanket authorisation to issue onshore or offshore debt financing instruments—including corporate bonds, MTNs, short-term or ultra-short-term notes—within regulatory limits for up to 15-year maturities (excluding perpetuals). • Proceeds may fund working capital, debt structure optimisation and project investment. • The mandate runs until the 2026 AGM, with subsequent issuance allowed within the validity of regulatory approvals obtained.

Dual Share Repurchase Mandates • Proposed buy-back ceilings equal 10% of each share class: up to 1.35 billion A shares and 0.46 billion H shares during the mandate period. • The board would gain broad authority to set price, timing, purpose and subsequent cancellation or re-issuance of repurchased shares and to amend articles and handle all filings.

Capital Position and Losses • Audited results show accumulated losses exceeded one-third of total share capital as at 31 December 2025, triggering a statutory reporting resolution to shareholders.

Remuneration Framework • Shareholders will vote on new Administrative Measures on Remuneration for directors and senior management, introducing market-aligned pay, performance-linked annual bonuses (≥60% of total annual salary), term incentives, and claw-back provisions tied to financial restatements or misconduct.

Meeting Logistics • Shareholders of record on 20 May 2026 may attend or vote by proxy. H-share register closes 20–29 May 2026. • The AGM will be held at the company’s headquarters, China Southern Airlines Building, Guangzhou, at 2:30 p.m. on 29 May 2026.

If all mandates are approved, the board will have enhanced flexibility to raise capital, manage leverage and undertake sizeable equity buy-backs, while implementing revised governance and remuneration controls.