AEGEAN AIRLINES S.A.

DECISIONS

OF THE ANNUAL SHAREHOLDERS MEETING ON THE 18.6.2013

 

During the Annual Shareholders Meeting of the company “AEGEAN AIRLINES S.A.” (hereinafter called “The Company”), that was held on Tuesday 18^th of June 2013, there were present and voted 25 shareholders of the Company, representing 54.017.021 shares and equal votes, in a total of 71.417.100 shares and votes, or 75,64% of the total paid capital. The Annual Shareholders Meeting discussed and decided on all items of the agenda as follows:

ΙΤΕΜ 1: Submission and approval of the Annual Financial Statements of the Company for the fiscal year ending on 31.12.2012, drafted in accordance with International Financial Reporting Standards, as well as of the Annual Report of the Board of Directors and the Auditors' Report.

It was unanimously decided the approval of the Company's Annual financial statements for the fiscal year which ended on 31.12.2012, the BoD's management report, the audit certificate by the Company's statutory auditor-accountant on the Company's financial statements and activities for the fiscal year which ended on 31.12.2012.

Votes: 54.017.021

ΙΤΕΜ 2: Discharge of the Members of the Board of Directors and the Auditors from any liability deriving from the exercise of their duties during the fiscal year 2012.

It was unanimously decided the discharge of the Board of Directors and of the certified Auditors from any liability for compensation for fiscal year 2012.

 

Votes: 54.017.021

ΙΤΕΜ 3: Election of Certified Auditors (regular and substitute) for the fiscal year 2013 and approval of their remuneration.

The AGM unanimously decided and elected Mr. Michail Zacharioudakis, as regular certified auditor with Reg number 13191, and Mr. Dimitris Drosou, as deputy auditor, with reg number 21071, both of ENEL AUDITING SA, to conduct the company's auditing for the 2013 fiscal year. AGM approved their annual remuneration.

Votes: 54.017.021

 

 

ΙΤΕΜ 4: Approval of remuneration of members of the BoD for the fiscal year 2012 and pre-approval of their remuneration for the fiscal year 2013.

The AGM unanimously decided and approved the board remuneration for 2012 already paid to the executive board members of the Board for their services, and pre-approved the respective board remuneration for year 2013.

 

Votes: 54.017.021

 

ΙΤΕΜ 5: Approval of agreements by the company with third parties pursuant to article 23a of Codified Law 2190/1920.

The Ordinary General Assembly did not discussed this item as there were not any agreements requiring approval pursuant to article 23a of codified Law 2190/20.

Votes: 54.017.021

 

ΙΤΕΜ 6: Amendment of Article 2 relating to the scope of the Company's Articles of Association and codification thereof in a unified text.

The AGM unanimously decided the amendment of Article 2 of the Articles of Association relating to the Company's purpose. More specifically:

• Article 2 of the Articles of Association is amended and reinstated as follows:

 

Article 2

1. The purpose of the Company : The purpose of the Company is: (a) the development and organization of air carrier's activities for the provision of services in the field of public air transports within and outside the Greek territory by regular or charter flights for the transportation of passengers, mail and cargo, (b) providing services for aviation applications of any nature, (c) providing technical support services and ground handling of aircraft, (d) participation in any company, domestic or foreign, of any corporate type with the same or similar purpose, (e) to cooperate with any individual or legal entity, domestic or foreign, in any way, (f) the establishment of branches or agencies anywhere, (g) the representation of any domestic or foreign enterprise with the same or similar purpose and in general the development of any other associated activity, (h) the import and marketing of all types of aircraft, new or used along with their accessories and spare parts of domestic or foreign origin, (i) the establishment and operation of travel and tourism agencies in the country and abroad for the furtherance of the above purposes, (j) to acquire, charter, equip and operate any means of tourism by land, sea or air, intended for the transportation of passengers and tourists, (k) the establishment and operation of educational institutions for pilots and cabin crews, as well as for aircraft maintenance engineers, according to the current legislation on flight standards, airworthiness and general flight operations.

Following the above amendment to Article 2 of the Articles of Association, the General Meeting unanimously decided the codification of the Statute with the incorporation of the above modification to the existing text, which otherwise remains unchanged in a single text. The AGM further mandated the President of the Board or the Vice Chairman for its signature.

 

Votes: 54.017.021