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

Board of Directors Report of the Company under the name

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

To the General Shareholders Meeting of the company under the name "AEGEAN AIRLINES SOCIÉTÉ ANONYME" "AEGEAN AIRLINES S.A." (hereinafter the "Company").

Dear Shareholders,

Following the decision of the Board of Directors (BoD) of the Company to proceed with certain revisions on the Remuneration Policy, the revised Remuneration Policy will be subject to voting and approval by the General Shareholders Meeting 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 BoD submits to the General Shareholders Meeting the following clarifications on the revised policy:

1. The title has been updated while the responsibilities of the Remuneration and Nominations Committee have been aligned with the relevant Regulation of the Committee. As of July 16, 2021 the provisions of articles 11-13 of Law 4706/2020 came into force in relation to the committees of the Board of Directors of societe anonymes. The Company has already complied with the relevant law provisions as far as the Remuneration and Nominations Committee is concerned; therefore it has also included the updated responsibilities in the Remuneration Policy1.
2. In accordance with article 111, paragraph 1, subparagraph 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 BoD, the current provisions for notice and termination as well as the compensation for the termination of employment contracts.
3. It was clarified that the fixed remuneration of the non-executive members of the BoD relates to their participation to the BoD meetings and their participation to its Committees.
4. A provision for the possibility to establish plans for shares distribution, including stock option plans, to the executive Board Members was included in the Remuneration Policy. Obviously, the specific terms of such plans, if approved, will be included in the remuneration policy.
5. It was clarified that the achievement of objectives related to ESG criteria will also be taken into consideration on evaluating executives' performance and on determining variable remuneration, acknowledging ESG contribution on the long term value of all stakeholders
6. The revision and temporary exception part has been updated, clarifying the exceptions under which the

BoD can decide to deviate from the approved policy following relevant recommendation by the

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

Remuneration & Nominations Committee should it deemed necessary for the long term interests of the Company, in accordance with article 110, paragraph 6 of Law 4548/2018.

Dear Shareholders,

The BoD views the revisions of the Remuneration Policy as justifiable, necessary and rational. Therefore, it submits to the General Shareholders Meeting the current report and proposes the voting and approval of the revised Remuneration Policy.

Athens, June 15, 2022

The Board of Directors