Aegean Airlines S A : Invitation to Annual General Meeting 2021

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 dated June 24th 2021, shareholders of "Aegean Airlines S.A." (the "Company) are invited to participate (in person or by proxy) at the Ordinary General Meeting on Thursday, 15th July 2021, 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 Thursday, 22th July 2021 at 12.00, without publishing a new invitation.

DAILY AGENDA ITEMS

1. Submission and approval of the Annual Financial Statements (including the Annual Consolidated Financial Statements) for the fiscal year 2020 (01.01.2020-31.12.2020), drafted in accordance with International Financial Reporting Standards, along with the Annual
   Report of the Board of Directors and the Auditors' Report.
2. Decision of no distribution of dividend to shareholders for the fiscal year 2020.
3. Submission of the annual Audit Committee's Report for the fiscal year 2020.
4. 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 2020, pursuant to article 117 par.1 case (c) of L. 4548/2018.
5. Election of Certified Auditors (regular and substitute) to audit the Annual Financial Statement (including the Annual Consolidated Financial Statements) for the fiscal year 2021 (01.01.2021 - 31.12.2021) and approval of their remuneration.
6. Amended Remuneration Policy of the Board of Directors' members in accordance with articles 110-111 of L.4548/2018.

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1. Submission for discussion and voting of the Remuneration Report for Board of Directors' members for fiscal year 2020, in accordance with article 112 of L.4548/2018.
2. Submission for approval of the Suitability Policy of the members of the Board of Directors in accordance with the provisions of L.4706/2020.
3. Election of new Board of Directors and appointment of independent non- executive members of the Board of Directors.
4. Election of new Audit Committee in accordance with article 44 of L.4449/2017 and approval for the Audit Committee members' remuneration for the fiscal year 2020.

11.Other issues and announcements.

In accordance with article 121 par. 3 and 4 and article 128 of L.4548/2018, as in force, the Company informs its shareholders as follows:

Ι. Right to participate and vote at the General Meeting

Each ordinary registered share provides with the right of one vote. Entitled to participate in the General Meeting (Initial Ordinary meeting and Repetitive Meeting) is any individual or legal entity who is recorded as a shareholder of the Company's ordinary registered shares in the accounts of the Dematerialized Securities System (D.S.S.) administered by the Central Securities Depository SA. (the "CSD") on the beginning of the fifth (5th) day before the date of the General Meeting of July 15th, 2021 i.e. on July 10th, 2021 (the "Record Date"). The same Record Date applies also in case of a Repetitive Meeting as per above.

Shareholders having the right to participate and vote in the General Meeting are those registered, on the Record Date, in the records of the Dematerialized Securities System ("DSS") of the Société Anonyme "HELLENIC CENTRAL SECURITIES DEPOSITORY S.A." ("HCSD") or any person identified as such based on the relevant date through registered intermediaries or other intermediaries, in line with the legislative provisions (L. 4548/2018, L. 4569/2018, L. 4706/2020 and Regulation (ΕU) 2018/1212), as well as the Rulebook of the Hellenic Central Securities Depository (Government Gazette Β/1007/16.03.2021).

The shareholder status may be verified by any lawful means, and in any case through the information that the Company receives until the commencement of the Ordinary General Meeting from the HCSD or from intermediaries participating and registered with the Central Securities Depository in accordance with the above provisions. A shareholder may participate in the General Meeting through confirmations or notices of Articles 5 and 6 of Regulation (EU) 2018/1212, which are provided by the intermediary, except if the General Meeting refuses said participation for good reason which justifies this refusal in line with the applicable provisions (art.19 par. 1 L. 4569/2018, art. 124 par. 5 L. 4548/2018).

The exercise of the right to participation and vote does not require the blocking of the beneficiary's shares or any 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.

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• 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 website https://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.

In case that upon entering the electronic platform the above data entered by the Shareholder do not match the data registered in the Dematerialized Securities System or the identification details that have been notified to the Company by "Hellenic Central Securities Depository S.A." or through the intermediaries in the context of shareholder identification facilitation services at General Meetings at a distance provided to issuers in accordance with Part 3 of decision no.8 of the Board of Directors of "Hellenic Central Securities Depository S.A.", " Technical terms and procedures for the provision of the Registry, Corporate and Other Related Actions Service" Shareholders must update their aforementioned details in order to create the account.

To this end, Shareholders are kindly requested to contact the Participant of the Securities Account in the DSS or any other intermediary, who provides them custody services for the Company's shares, as the case may be, in order to notify and / or update their valid e-mail address (e-mail) and their mobile number for identification purposes.

Further instructions for participation in the General Meeting by teleconference will be posted on the Company's website.

The shareholders can contact for any questions and information with the Investor Relations Department via email at [e-mail] or by telephone at ([phone] during working days and 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 ([phone] or by email at [e-mail].

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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 will have the ability to:

1. follow the proceedings of the Annual General Meeting with electronic or audiovisual means,
2. take the floor and address the General Meeting orally during the Annual General Meeting, while through the online platform they will be able:
3. to vote in real time during the General Meeting on the items of the agenda,
4. to receive information on the registration 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:

1. Either by exercising the right to vote before the Annual General Meeting through the web based electronic platformhttps://axia.athexgroup.grin 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 14th July 2021 the latest and until 12:00 on 21th July 2021 the latest for the Repetitive General Meeting.
2. Or by completing and submitting the "Mail vote form". The signed with a dully verified signature form should be submitted by email [e-mail] by fax at ([phone], while original document shouldbe mailed to Investor Relations Department of the Company (Athens International Airport Building 57, 19019, Spata, tel. [phone]) at least twenty-four (24) hours before the date of the Annual General Meeting i.e. until 12:00 on 14th July 2021 at the latest and until 12:00 on 21st July 2021 the latest for the Repetitive General Meeting.
3. or to participate making use of certificates or notifications described in Articles 5 and 6 of EU Regulation 2018/1212 and provided by intermediaries

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.

1. 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

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the Annual General Meeting i.e. until 12:00 on 13th July 2021 at the latest and until 12:00 on 20th July 2021 at the latest for the Repetitive General Meeting.

Shareholders or their proxies are encouraged to exercise their right to ask questions in Annual General Meeting in writing by sending their questions by email at [e-mail] by fax at ([phone] or by mail in the Investor Relations Department of the Company (Athens International Airport Building 57, 19019, Spata, tel. [phone]) 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 at ([phone] (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.

1. Specifically for shareholder participation by proxy at the General Meeting on 15th July 2021 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 13th July 2021 at the latest and until 12:00 on 20th July 2021 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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