Distributive policy

AEGEAN Airlines SA: Report of the Board of Directors on the revised remuneration policy







Report of the Board of Directors of the Company under the name

“AEGEAN AIRLINES SOCIÉTÉ ANONYME” “AEGEAN AIRLINES SA” on the revised remuneration policy (in accordance with art. 111 paragraph 2 of law 4548/2018)

At the General Meeting of Shareholders of the company under the name “AEGEAN AIRLINES SOCIÉTÉ ANONYME” “AEGEAN AIRLINES SA” (hereinafter the “Company”).

Dear shareholders,

Following the decision of the Board of Directors (BD) of the Company to make certain revisions to the Remuneration Policy, the revised Remuneration Policy will be submitted to the vote and approval of the General Meeting of Shareholders of the Company , in accordance with paragraph 2 of article 111 and paragraph 2 of article 110 of Law 4548/2018.

To this end, the Board submits to the General Meeting of Shareholders the following clarifications on the revised policy:

  1. The title has been updated while the responsibilities of the Remuneration and Appointments Committee have been aligned with the applicable Rules of the Committee. From July 16, 2021 the provisions of articles 11-13 of Law 4706/2020 has entered into force with regard to the committees of the board of directors of public limited companies. The Company has already complied with the applicable legal provisions with regard to the Compensation and Appointments Committee; therefore, it has also included the updated responsibilities in the remuneration policy1.
  2. In accordance with article 111, paragraph 1, letter z of law 4548/2018, the revised remuneration policy includes details regarding the type of employment contracts in place for the executive and non-executive members of the board of directors, the current notice and termination provisions as well as severance pay.
  3. It was specified that the fixed compensation of the non-executive members of the Board concerns their participation in Board meetings and their participation in its Committees.
  4. A provision providing for the possibility of establishing share distribution plans, including stock option plans, to the executive members of the Board of Directors has been included in the Remuneration Policy. Obviously, the specific conditions of these plans, if approved, will be included in the remuneration policy.
  5. It was clarified that the achievement of objectives linked to ESG criteria will also be taken into account in the evaluation of executive performance and in the determination of variable compensation, recognizing the ESG contribution to the long-term value of all stakeholders.
  6. The revision and temporary exception section has been updated, clarifying the exceptions under which the

The Board may decide to deviate from the approved policy following a relevant recommendation from the

1 https://en.about.aegeanair.com/corporate-governance/committees-and-external-auditors/operating-regulations-of-the-companys-remuneration-committee/

Remuneration and Appointments Committee if deemed necessary for the long-term interests of the Company, in accordance with Article 110, paragraph 6 of Law 4548/2018.

Dear shareholders,

The Board considers revisions to the remuneration policy as justifiable, necessary and rational. Consequently, he submits this report to the General Meeting of Shareholders and proposes the vote and approval of the revised Remuneration Policy.

Athens, June 15, 2022

Board of directors

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Aegean Airlines SA published this content on June 15, 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unmodified, on Jun 15, 2022 1:22:01 PM UTC.

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2022 sales 1,214 million
1,265 million
1,265 million
Net income 2022 20.0 million
20.8 million
20.8 million
Net debt 2022 356 million
371M
371M
PER 2022 ratio 25.8x
2022 return 0.76%
Capitalization 464M
484M
484M
EV / Sales 2022 0.68x
EV / Sales 2023 0.64x
# of employees 2,699
Floating 38.0%

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Last closing price €5.15
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