INVITATION

TO THE SHAREHOLDERS OF THE COMPANY UNDER THE NAME

"AEGEAN AIRLINES SOCIÉTÉ ANONYME"

AND DISTINCTIVE TITLE "AEGEAN AIRLINES S.A."

(GEMI NO. 1797901000)

TO THE ORDINARY GENERAL MEETING

In accordance with the Law and the Articles of Association of the Company, and the decision of its Board of Directors, shareholders of "Aegean Airlines S.A." are invited to participate (in person or by proxy) at the Ordinary General Meeting on Tuesday, 21st July 2020, at 12.00, which will take place remotely without any physical presence, due to the extraordinary situation and within the preventive measures for the spread of COVID-19, either in real time by teleconference or by exercising the right to vote before the General Meeting under the specific provisions in the present invitation, in order to discuss and decide upon the following items of the daily agenda.

If the quorum in order to decide any of the items of the original daily agenda is not obtained, the General Meeting will convene again in a Repetitive General Meeting remotely in real-time by teleconference on Tuesday, 28th July 2020 at 12.00, without publishing a new invitation.

DAILY AGENDA ITEMS

1. Submission and approval of the Annual Financial Statements and the Annual Consolidated Financial Statements of the Company for the fiscal year 2019, drafted in accordance with International Financial Reporting Standards, along with the Annual Report of the Board of Directors and the Auditors' Report and the declaration of corporate governance, pursuant to L. 4548/2018.

2. Approval of the distribution of earnings for the fiscal year 01.01.2019 - 31.12.2019. No distribution of dividend to shareholders.

3. Approval of the overall management of the Company by the Board of Directors, pursuant to article 108 of Law 4548/2018 and discharge of Chartered Auditors from any liability for the fiscal year 01.01.2019 - 31.12.2019, pursuant to article 117 par.1 case (c) of L. 4548/2018.

4. Election of Certified Auditors (regular and substitute) for the fiscal year 01.01.2020 - 31.12.2020 and approval of their remuneration.

5. Approval of remuneration of Board of Directors' members for the fiscal year 2019 in accordance with article 109 of L.4548/2018.

  • 6. Approval of Audit Committee members' remuneration for the fiscal year 2020.

  • 7. Submission of the Remuneration Report for the fiscal year 01.01.2019 - 31.12.2019 for discussion and vote, in accordance with article 112 of Law 4548/2018.

8. Other issues and announcements.

In accordance with Law 4548/2018, article 121, par. 4, as in force, the Company informs its shareholders as follows:

Ι. Right to participate and vote at the General Meeting

Each common share has one vote. The right to participate at the Ordinary General Meeting (Initial Ordinary meeting and any Repetitive Meeting) is held by any individual or legal entity who appears as a Shareholder at the beginning of the fifth (5th) day prior to the General Meeting date of 21st July 2020, i.e. on 16th July 2020 (the "Record Date"). Proof of shareholder status is evidenced by any legal means and in any case, on the basis of information received by the company from the records of the organization in which the transferable securities of the Company are registered, the "HELLENIC CENTRAL SECURITIES DEPOSITARY S.A. (HCSD).

For the Company, eligible to vote and participate at the Ordinary General Meeting are only individuals who qualify as Shareholders on the relevant record date. Note that the exercise of participation and voting rights does not presuppose the blocking of neither the beneficiary's shares nor the adherence to another similar procedure, which restricts the possibility of the sale and transfer of such shares during the period between the record date and the Ordinary General Meeting or the Repetitive Ordinary General Meeting.

For the Repetitive General Meeting, the status of shareholder must exist on 16th July 2020 (record date for the Repetitive General Meeting), i.e. at the beginning of the fifth (5th ) day before the date of the Annual General Meeting of 21th July 2020, pursuant to article 124 par. 6 of Law 4548/2018.

ΙΙ. Procedure for the exercise of the right to vote and participate

A. Procedure for remote participation and vote at the General Meeting in real time by teleconference

Pursuant to article 17 of the Articles of Association and article 125 of L. 4548/2018, in order for shareholders to participate and vote at the Annual General Meeting which will take place remotely, in real-time by teleconference, without their physical presence, they or their proxies must create and use an electronic shareholder account at the web based electronic platform that has been developed by the Athens Exchange Group to provide remote General Meeting services, in real-time, by teleconference to listed companies on the websitehttps://axia.athexgroup.gr .

The web based electronic platform is provided by the company "Hellenic Central Securities Depository SA." while the WEBEX tool/service team from Cisco Hellas SA is used for the teleconference.

In order to access the web based electronic platform a personal computer, a smartphone or a tablet is required, a browser installed, and internet access. In order for a shareholder or his/her proxy to create an account in the web based electronic platform above, a valid electronic mail (email) account and a mobile telephone number are required by the shareholder or his/her proxy.

If, on accessing web based electronic platform the above information entered by the shareholder does not match the data registered in the Dematerialized Securities System and have been provided to the Company by the Hellenic Central Securities Depository as part of its services to facilitate shareholder identification for remote general meetings which are provided to listed companies in accordance with Decision No 8 of the Board of Directors of the Hellenic Central Securities Depository, "Services to facilitate shareholder identification in remote general meetings & provision of 2-factor authentication when investors access

ATHEXCSD electronic services", shareholders must provide or update the information above, in order to create the account.

For this purpose, shareholders are requested to contact without delay the Operator of their Account where the shares of the Company are kept, or any other intermediary, that provides them with custody services for the shares of the Company, as the case may be, in order to notify them or to update their valid email address and mobile telephone number for identification.

Further instructions to participate at the Annual General Meeting by teleconference will be posted on the website of the Company and will be sent via email to shareholders that have completed the above procedure and are eligible to participate at the Annual General Meeting.

For any questions and for instructions, shareholders may contact the Investor Relations Department of the Company by email atinvestors@aegeanair.com or by telephone at (+30)2106261660, during daily working hours.

Furthermore, starting with the publication of the present and until the end of the General Meeting, a help desk will operate that will provide information and support shareholders and their representatives at (+30)2103366120 or by email atAXIAeShareholdersMeeting@athexgroup.gr .

Shareholders that will participate at the Annual General Meeting by teleconference in real-time are taken into consideration for the formation of the quorum and majority and will be able to exercise their rights effectively during the General Meeting.

Shareholders who have successfully connected to the web based electronic platform will be able to participate in the Annual General Meeting in real-time by teleconference via a linkthat will either be sent to them via email or will be available on the web based electronic platform. By activating the Cisco Webex application through the link at the beginning of the Annual General Meeting, the shareholders will have the ability to:

i) follow the proceedings of the Annual General Meeting with electronic or audiovisual means,

  • ii) take the floor and address the General Meeting orally during the Annual General Meeting,

  • iii) vote in real time during the Annual General Meeting on the matters of the daily agenda,

  • iv) receive information on the recording of their vote.

B. Procedure for remotely participation in the vote before the General Meeting (mail vote)

I. Pursuant to article 17 of the Articles of Association and article 126 of Law 4548/2018, in addition, shareholders have the option to participate remotely, in person or by proxy, at the vote on the item of the Annual General Meeting that will take place before the General Meeting,

Shareholders that wish to participate and vote remotely on the items of the Annual General Meeting that will take place before the General Meeting, can make use of this option:

a) Either by exercising the right to vote before the Annual General Meeting through the web based electronic platformhttps://axia.athexgroup.gr in which they have previously created an account and have successfully registered as described above, until twenty-four (24) hours before the date of the Annual General Meeting i.e. until 12:00 on 20th July 2020 the latest and until 12:00 on 27th July 2020 the latest for the Repetitive General Meeting.

b) Or by completing and submitting the "Mail vote form". The signed with a dully verified signature form should be submitted by email atinvestors@aegeanair.com or by fax at (+30)2106261945, while original document should be mailed to Investor Relations Department of the Company (31, Viltanioti str., PC 14564 Kifissia, tel. (+30)2106261660) at least twenty-four (24) hours before the date of the Annual General Meeting i.e. until 12:00 on 20th July 2020 at the latest and until 12:00 on 27th July 2020 the latest for the Repetitive General Meeting.

Shareholders who cast their vote prior to the Annual General Meeting are considered for the formation of the quorum and majority, only if the relevant votes have been received within the time limits provided by law, as indicated above.

II. It is noted that shareholders that wish to appoint proxies to participate remotely at the vote on the Daily Agenda Items before the General Meeting, can appoint up to one (1) proxy; the appointment must be made at the latest forty-eight (48) hours before the date of the Annual General Meeting i.e. until 12:00 on 19th July 2020 at the latest and until 12:00 on 26th July 2020 at the latest for the Repetitive General Meeting.

Shareholders or his/her proxy are requested to exercise their right to ask questions in Annual General Meeting in writing by sending their questions by email atinvestors@aegeanair.com or by fax at (+30)2106261945 or by mail in the Investor Relations Department of the Company (31, Viltanioti str., PC 14564 Kifissia, tel. (+30)2106261660) at least forty eight (48) hours before the date of the Annual General Meeting.

Shareholders are asked to confirm that the "Mail Vote Form" and the "Form of proxy" is successfully sent and received by the company, and can, for this purpose, call (+30)2106261660 (Investor Relations Department).

C. Procedure for participation and vote by proxy

I. Each shareholder who is entitled to attend as per above, may participate in the General Meeting and vote either in person or by a proxy.

Each Shareholder may appoint up to three (3) proxies. If the shareholder owns shares of the Company that appear in more than one securities account, that restriction does not prevent the shareholder from appointing different proxies for the shares that appear in each securities account in relation to the General Meeting. Legal entities may participate in the General Meeting by appointing up to three (3) individuals. A proxy who is appointed for more than one shareholder may vote differently for each Shareholder. The Shareholder's proxy is obliged to notify the Company, before the beginning of the General Meeting, of any fact that may be crucial to the shareholders in assessing the risk regarding the fact that the proxy serves other interests, except for the interests of the Shareholder concerned. According to the present paragraph, conflict of interests may arise in particular when the proxy: a) is shareholder exercising control over the Company or is another legal person or entity that is controlled by that shareholder; (b) is a member of the Board of Directors or member of the Management of the Company or of a shareholder exercising control over the Company or other legal person or entity controlled by shareholder exercising control over the Company; (c) is an employee or certified auditor of the Company or of shareholder exercising control over the Company or of another legal person or entity controlled by a shareholder exercising control over the Company; or (d) is a spouse or relative in the first degree of one of the individual mentioned above in cases (a) to (c).

Shareholders wishing to participate in the General Meeting through a proxy, should submit to the Company the 'Form of proxy', which is available at the company's website.

II. Specifically for shareholder participation by proxy at the General Meeting on 21 July 2020 or to any Repetitive General Meeting, remotely in real-time by teleconference, shareholders or their custodian can appoint up to one (1) proxy, whose appointment must be made at the latest forty-eight (48) hours before the date of the Annual General Meeting i.e. until 12:00 on 19th July 2020 at the latest and until 12:00 on 26th July 2020 at the latest for the Repetitive General Meeting.

For shareholder participation by proxy remotely in real-time by teleconference, upon receipt of the information above by the Company, and based on the email address and mobile

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Aegean Airlines SA published this content on 29 June 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 June 2020 15:43:02 UTC