AEGEAN Airlines S A : Revised Remuneration Policy

ΑΕGEAN AIRLINES S.A

Remuneration Policy

REMUNERATION POLICY

Introduction

The company "Aegean Airlines SA" (hereinafter the "Company") establishes, maintains and applies basic principles and rules regarding the remuneration of the members of the Board of Directors (BoD).

This remuneration policy (hereinafter "Remuneration Policy") has been formulated on the basis of current legislation and in particular the provisions of Law 4548/2018, the provisions of Directive 2007/36/ EC of the European Parliament and of the Council of 11 July 2007, on the exercise of certain rights by shareholders of listed companies and Directive 2017/828 / EU of the European Parliament and of the Council of 17 May 2017 amending Directive 2007/36 / EC to encourage the long-term active participation of shareholders. In addition, the Remuneration Policy takes into account the provisions of the Articles of Association, the Code of Corporate Governance and the Internal Rule of Operations of the Company.

The revisedRemuneration Policy was approved by a decision of the General Meeting of Shareholders on 15/7/2021[07.07.2022] and is valid for four (4) years (hereinafter the "Validity Period") from the said date of its approval, unless revised and / or amended earlier by virtue of another decision of the General Assembly.

This Remuneration Policy, together with the date and results of the vote of the General Meeting is subject to publication requirements and remains available on the website https://en.about.aegeanair.com/investor-relations/of the Company throughout its Validity of.

The Remuneration Policy applies to the remuneration of all members of the Board of Directors and defines in detail, on the one hand (i) the existing rights of the members of the Board of Directors and the Company's obligations to them and on the other hand (ii) the conditions under which remuneration will be provided, in the future, to existing and / or new members of the Board of Directors during its Term.

Purpose - Basic Principles

The Remuneration Policy enhances transparency, values and the culture of continuous improvement and development, while helping to maximize the value of the Company for its customers, shareholders and employees. It also takes into account the desire long-terminterestsof all stakeholders, who have a legitimate interest in maximizing the value of the Company.

The Remuneration Policy of the members of the Board of Directors, as well as of all employees, is based on the principle of paying fair and reasonable remuneration for the best and most suitable person in relation to the respective role, harmonizing the remuneration offered to the

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persons covered by it with business strategy, long-term interests, viability, size and internal organization of the Company, as well as the nature, scale and complexity of its activities.

In addition, the main goal is the coherence in the business activity and the efficiency in the business practice, as well as the consolidation of the sense of justice among the executives, since equal efforts and results are evaluated similarly. Specifically, the Remuneration Policy takes into account the salary and working conditions of the Company's employees and any fluctuations in the salaries of the members of the Board of Directors taking into account the amount of the respective fluctuations of the salaries of the other employees of the Company.

At this point, it is acknowledged that the remuneration structure of the executive members of the Board of Directors differs by necessity from that of other employees, due to the responsibilities associated with their role and due to their impact on the Company's performance. Any remuneration of non-executive members of the Board of Directors, if paid, is not comparable to the structure of the remuneration of the executive members of the Board of Directors and other employees of the Company, due to the nature of their duties.

Remuneration procedures are clear, transparent and include measures to avoid conflicts of interest, both through the process of establishing it and through the way remuneration is structured. In addition, it takes into account the views of the shareholders as submitted in the General Meeting.

It also serves sound and effective risk management and at the same time discourages excessive risk-taking, as the remuneration of the members of the Board of Directors is not linked to the achievement of excessive profits. It also defines different components for granting fixed and variable compensation to the members of the Board of Directors.

Any deviation from the approved Remuneration Policy is not allowed, except temporarily and in exceptional circumstances and if it is necessary for the long-term service of the interests of the Company or to ensure its viability.

Remuneration and Nominations Committee

The Board of Directors has set up a three-member Remuneration and Nominations Committee (hereinafter referred to as the "Committee") consisting by majority, of non-executive independent members. The Chairman of the Committee is an independent and non-executive member of the Board of Directors.

The Committee functions as an independent and objective body, in accordance with its regulation.which transparently assists the Board of Directors in the performance of its duties in relation to matters relating to the remuneration of the Board of Directors and drafts the Remuneration Policy, based on the Remuneration Policy Principles, with the support of and the

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guidance of all relevant teams and departments of the Company. For the design of the Remuneration Policy, the Committee receives information regarding the remuneration trends throughout the Company, including the average earnings growth within the Company, as well as other economic indicators such as inflation, so that these trends are taken into account by the implementation of the Remuneration Policy. Remuneration and other similar incentives are not based solely or mainly on quantitative criteria, but also take into account the appropriate quality criteria for compliance with the applicable legal and regulatory framework and the quality of services provided.

The Committee submits the Remuneration Policy to the Board of Directors for approval. When discussing the remuneration of a member of the Board of Directors, that member is not present at the discussion. After approval by the Board of Directors, the Remuneration Policy is submitted for approval to the General Meeting of the Company's shareholders, whose vote is binding.

This training process ensures that situations of conflict of interest are avoided, as the Committee is composed of members who are all non-executive members of the Board of Directors and by a majority independently, within the meaning of the law, as applicable. These members also do not receive a fee for their participation in the Board of Directors.

The Committee:

• Submits proposals to the Board of Directors in relation to the Remuneration Policy which is subject to approval by the General Shareholders Meeting, in accordance with paragraph 2, article 110 of Law 4548/2018.
• Submits proposals to the Board of Directors in relation to the remuneration of the members of the BoD
• Reviews the information included in the final draft of the annual remuneration report and submits an opinion to the Board of Directors, before the report is submitted to the General Shareholders Meeting, in accordance with article 112 of Law 4548/2018.

At the same time, the Committee conducts regular reviews, revisions and updates of all remuneration procedures and conditions, at operational level, to align with both business objectives and the applicable regulatory framework. Every four (4) years (or earlier in case there is a need for modification), upon the recommendation of the Committee, the Board of Directors submits an updated Remuneration Policy to the General Meeting of Shareholders for approval.

Whenever there is a substantial change in the circumstances that affect the remuneration process as provided in this Remuneration Policy, the Policy will be revised and submitted for approval to the next General Meeting of the Shareholders.

In the event that there is a Remuneration Policy and the General Meeting of the Shareholders does not approve the proposed new Remuneration Policy, the Company may continue to pay

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the remuneration of the members of the Board of Directors only in accordance with the previously approved Remuneration Policy and submits a revised Remuneration Policy for approval by the next General Meeting.

Field of Application

This Remuneration Policy applies to:

• Chairman of the Board of Directors,
• Chief Executive Officer,
• Members of the Board of Directors.

Remuneration - Benefits

This Remuneration Policy covers the total remuneration and any kind of benefit and compensation that can be paid to the above persons by the Company such as:

• money,
• shares,
• options,
• granting voluntary benefits, such as a company car, optional pension benefits, insurance policies.

Benefits are not included, insofar as they relate to operating expenses, such as fuel expenses, parking, tolls, use of a corporate card, mobile phone.

In the event that a remuneration is proposed to be paid from the annual profits of the year in accordance with the provisions of the Company's Articles of Association, the amount of the remuneration will be determined by a special decision of the General Meeting of the Shareholders.

Remuneration can include both fixed and variable compensation, in order to align them with the business development and efficiency of the Company.

Below, is a table of remuneration and other benefits to the executive and non-executive members of the Board of Directors.

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