Summary of invitation to the Ordinary general meeting OF SHAREHOLDERS
Summary of invitation
of the shareholders of the Company under the name
“Aegean AirLINES Societé Anonyme”
and distinctive title “AEGEAN AIRLINES S.A.”
(GEMI No. 1797901000 )
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 Wednesday, 16 May 2018, and at 13.00 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 31.12.2017, 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 in accordance with article 43a par. 3 of Codified Law 2190/1920.
2. Approval for distribution of profits. 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 2017.
4. Election of Certified Auditors for the fiscal year 2018 (regular and substitute) and approval of their remuneration.
5. Amendment of Article 2 of the Articles of Association - codification of Articles in a new uniform text.
6. Amendment of the Articles of Association in accordance with the provisions of Law 4308/2014 and Law 4403/2016 – amendment of article 17, paragraphs 1 and article 25 - codification of Articles in a new uniform text.
7. Election of new Board of Directors due to elapsed duty term.
8. Election of new members of the Audit Committee in accordance with article 37 of Law 3693/2008
9. Approval of remuneration of members of the BoD for the fiscal year 2017 and pre-approval of their remuneration for the fiscal year 2018.
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 16/05/2018, i.e. on 11/05/2018 (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's 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 13/05/2018. 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 Tuesday, 29th May 2018, and at 13.00 hrs and the second repeat general meeting on Monday, 4th June 2018, 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 25/05/2018 and 31/05/2018, 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 24/05/2018 and 01/06/2018, 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, 23rd April 2018
The Board of Directors