Invitation to the Ordinary General Meeting
SUMMARY OF INVITATION
of the shareholders of the Company under the name “AEGEAN AIRLINES Societé Anonyme”
and distinctive title
“AEGEAN AIRLINES S.A.”
(Reg. no: 32603/06/b/95/3)
to the ORDINARY GENERAL MEETING OF SHAREHOLDERS
In accordance with the Law and the Articles of Association, the Board of Directors of the societé anonyme “Aegean Airlines S.A.”, pursuant to its decision, hereby invites its shareholders to the Ordinary General Meeting on Tuesday, 12 May 2015, and at 11.00 hrs., at its registered head offices in Kifissia (31, Viltanioti str.), in order to discuss and take decisions on the following items in the agenda:
AGENDA iTEMS
1. Submission and approval of the Annual Financial Statements and the Annual Consolidated Financial Statements of the Company for the fiscal year ending on 31.12.2014, drafted in accordance with International Financial Reporting Standards, along with the Annual Report of the Board of Directors and the AuditorsΆ Report and the declaration of company governance in accordance with article 43a par. 3 of Codified Law 2190/1920.
2. Approval for distribution of profits of the fiscal year 2014. Granting of authorizations.
3. Discharge of the Members of the Board of Directors and the Auditors from any liability for damages arising out from the exercise of their duties during the fiscal year 2014.
4. Election of Certified Auditors for the fiscal year 2015 (regular and substitute) and approval of their remuneration.
5. Approval of remuneration of members of the BoD for the fiscal year 2014 and pre-approval of their remuneration for the fiscal year 2015.
6. Amendment of Article 7 paragraph 1 of the CompanyΆs Articles of Association and codification thereof in a unified text.
7. Approval of agreements by the Company with third parties pursuant to article 23a of Law 2190/1920.
8. Election of new Board of Directors in view of forthcoming elapsed duty.
9. Appointment of new members of the Audit Committee pursuant to article 37 of Law 3693/2008.
10. Other issues and announcements.
In the Ordinary General Meeting, eligible to participate and vote shall be any individual or legal entity appearing as shareholder at the beginning of the fifth (5th) day prior to the General Meeting date of 12/05/2015, i.e. on 07/05/2015 (Record Date) in the records of the organization in which the transferable securities of the Company are registered (“Hellenic Exchanges S.A. Holding, Clearing, Settlement and Registry”, HELEX).
The status of shareholder on the record date shall be proven by the submission of the relevant certificate issued by HELEX in writing with acknowledgement of receipt or, alternatively, by the direct electronic access of the company to the HELEX records, upon shareholders' request. The relevant certificate in writing or the electronic certificate as evidence of shareholder capacity must be received by the Company no later than the third (3rd) day before the date set for the General Meeting, i.e. by 09/05/2015. Within the same deadline, shareholders wishing to participate in the above Ordinary General Meeting must submit, upon receipt, to the Company their legalization documents (of appointment/ withdrawal).
In case the quorum required by law is not present, the first repeat general meeting will take place on Monday, 25th May 2015, and at 13.00 hrs and the second repeat general meeting on Friday, 5th June 2015, and at 13.00 hrs, both of them at the same place without publishing a new invitation. The participation of shareholders in the repeat general meeting is subject to the same above mentioned formal requirements. The status of shareholder must exist at the beginning of the fourth (4th) day before the date set for the repeat General Meeting, i.e. by 21/05/2015 and 01/06/2015, respectively (record date for the repeat General Meetings). Τhe relevant certificate in writing or electronic as proof of shareholder status must be received by the Company no later than the third (3rd) day before the General Meeting date, i.e. by 22/05/2015 and 02/06/2015, respectively.
Detailed information in accordance to the rights of minority shareholders, the terms of their exercise and the full text of the invitations, the documents, the draft resolutions and any other information, provided for under article 27 par. 3 of L. 2190/1920, shall be available in electronic form from the Company's website (www.aegeanair.com). The abovementioned documents shall be supplied to shareholders upon request in hard copy from the offices of the Company (31 Viltanioti str., Kifissia).
Kifissia, 26th March 2015
The Board of Directors