Board of Directors Suitability Policy

Introduction

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

This suitability policy (hereinafter "Suitability Policy") has been formulated based on paragraphs 1 and 1a of article 3 of Law 4706/2020 which are related to:
a) the principles concerning the election or replacement of the members of the Board of Directors as well as the renewal of the term of its existing members;
b) the criteria for assessing the suitability of the members of the Board of Directors;
c) the diversity criteria for the selection of the members of the Board of Directors.

The Suitability Policy was approved by a decision of the General Meeting of Shareholders on 15 /07/ 2021.

This Eligibility Policy has been posted on the corporate website in the field Corporate Governance - Codes and Policies.

Purpose

The Suitability Policy defines the principles and criteria that apply in the stages of selection, replacement and / or renewal of the term of office of the members of the Board of Directors.

The purpose of the Suitability Policy is to ensure the quality staffing, the efficient operation and the fulfillment of the role of the Board of Directors based on the strategy of the Company, as well as its medium-long-term business targets, in order to promote the corporate interests.

Criteria of individual suitability for the member of the Board of Directors are the following:

Adequate knowledge and skills,
Experience and good reputation,
The independent judgement and ethics.

The suitability of the members of the Board of Directors as a whole, consists the collective suitability.

Principles of Suitability Policy

The Company's Suitability Policy is clear and sufficiently documented, and is governed by the following principles and characteristics:

Responsibilities of the members of the Board of Directors depending on whether the latter are executive, non-executive and independent non-executive, as well as any participation in the Committees of the Board of Directors, such as Audit Committee, Remuneration and Nomination Committee, etc.
Conflicts of interest and incompatibility, as well as contractual commitments related to the nature of the Company's activity or the applied Corporate Governance Code.
Company size and internal organization, complexity of activities and risk-taking issues.
Transparency and proportionality.
Compliance with the provisions of the Internal Operating Regulation and the Corporate Governance Code.
Adequate monitoring of the Suitability Policy and its re-evaluation at regular intervals or whenever necessary.

Principles concerning the selection, replacement or renewal of the term of the members of the Board of Director

The Board of Directors has a sufficient number of members and the appropriate composition for the effective execution of its duties, taking into account the size of the Company and the complexity of its activities.
The Board of Directors is staffed by members of high morale, reputation and credibility.
The members of the Board of Directors have the necessary knowledge and skills as well as the required experience based on the duties they undertake and the role they have to perform in the Board of Directors and / or its Committees.
The candidate members of the Board of Directors before taking up their position, are familiar with the culture, values and principles of the Company.
The members of the Board of Directors have sufficient time for the execution of their duties.
The suitability of the members of the Board of Directors is monitored on an ongoing basis, in order to re-evaluate their suitability. The issue of re-evaluating of the suitability of a member is raised in cases of doubt of individual suitability or composition of the Board of Directors, in which there is a significant effect on the reputation of a member or there is a conflict of interests.
In each case there is an appropriate succession plan for the smooth continuation of the management of corporate affairs and the relevant decisions.

Suitability assessment criteria

1. Individual Suitability

The individual suitability of the members of the Board of Directors is evaluated in particular, based on the general and specific criteria, as mentioned below in this Suitability Policy, which applies to all members of the Board of Directors, regardless of their capacity as executive, non-executive or independent non-executive.

Specific issues related to articles 3 paragraphs 4, 5 and 6, 9 paragraphs 1 and 2 of L.4706 / 2020 and 44 paragraph 1 of Law 4449/2017 will be applied regardless of the eligibility criteria.

1.1 General Criteria

i. Criteria for adequacy of knowledge and skills
The members of the Board of Directors have the necessary knowledge, skills and experience to effectively perform the tasks required when taking office.

The experience must cover the academic as well as the practical and professional background of each member. Therefore, academic knowledge and training (eg, field of study and specialization, any lifelong learning, etc.), which may relate to the Company's activities or be similar to them, in the judgment of the Company, any previous positions, type of employment, etc.

In the context of the evaluation of the adequacy of knowledge and skills as well as practical and professional experience, the overall professional development of the member of the Board of Directors is taken into account, as well as information such as:

the length of his/her stay in the respective position,
the size of the company in which he/she worked,
the scale and complexity of the business,
the responsibilities he/she exercised in it,
the management of a department and / or number of employees,
the nature of the company's activities, etc.

In any case, the members of the Board of Directors should know and clearly understand the issues related to corporate governance, based on the provisions of the law and the Company Corporate Governance Code.

ii. Guarantees of Ethics and Reputation
The members of the Board of Directors are distinguished for their good reputation, credibility and ethos, which is mainly determined by their honesty and integrity.

A member of the Board of Directors is presumed to have a good reputation, honesty and integrity, unless there are objective and proven reasons to suggest otherwise.

To evaluate the reputation, honesty and integrity of a candidate or current member of the Board of Directors, the Company:

conducts an investigation and without prejudice to the legislation on personal data protection, requests information and relevant supporting documents for any final administrative and judicial decisions against him/her, in particular for infringements and offenses related to his/her capacity as a member of the Board of Directors; or compliance with the provisions of the Hellenic Capital Market Commission legislation or financial crimes in general, and
takes into account any decision to exclude the candidate member of the Board of Directors from acting as a member, which has been issued by any competent authority.
without prejudice to the provisions of article 3 par. 4 and 5 of law 4706/2020, for this evaluation the Company may take into account in particular the relevance of the offense or measure with the role of the member, the seriousness of the offense or measure , the general circumstances, including mitigating factors, the role of the person involved, the sentence imposed, the stage of the proceedings, any remedial measures implemented and the time elapsed and the conduct of the person after the offense or offense.

Judicial procedures related to the offenses described above should not be pending against the candidate members of the Board of Directors. Any pending lawsuits will be evaluated with the assistance of the Legal department of the Company, depending on the type of the pending procedure and other elements that will be considered necessary to form an overall view of their degree of importance.

The candidate members of the Board of Directors submit to the Remuneration and Nomination Committee a relevant written statement that the above criteria are met for them .

iii. Conflicts of interest
The Company applies a Conflict of Interest Management Framework, in accordance with paragraph 3 (g) of article 14 of L.4706 / 2020.
The members of the Board of Directors must be fully informed about the above Conflict of Interest Management Framework applied by the Company.

This Framework also includes procedures for the members of the Board of Directors for the prevention of conflicts of interest, measures for their disclosure and management and any cases and conditions that, exceptionally, would be acceptable for a member of the Board of Directors to have conflicting interests, if the member's interests are significantly limited or properly managed.

Any case of actual or potential conflict of interest is subject to adequate notification to the members of the Board of Directors and documentation in order to take the appropriate decisions and the necessary measures to limit such cases.

iv. Independent judgement
The Company ensures that each candidate and existing member of the Board of Directors actively and independently participates in the discussions and decision-making processes within the Board of Directors and makes his own correct, objective and independent decisions and judgments in the performance of his duties, according to its provisions of article 9 of L.4706 / 2020.

"Objectivity" refers to the attitude and mentality, which allows the member of the Board of Directors to carry out his/her work, without accepting compromises in terms of quality. "Independence" refers to the exemption from conditions that prevent a member from performing his/her duties in an impartial manner.

When assessing the independence of the members of the Board of Directors, the Company takes into account whether the members of the Board of Directors have the necessary behavioral skills, which include, inter alia:

courage, conviction and vigor to evaluate and challenge the proposals or views of other members of the Board of Directors as well as a clear sense of the delicate balances between the interests of shareholders and other stakeholders in decision-making so as not to promote a particular group interests,
the ability to ask reasonable questions to the members of the Board of Directors and in particular, to the executive members and to criticize especially when discussing strategy proposals, key risk policies and other major issues of the Company,
the ability to resist groupthink behavior.

v. Allocation of sufficient time
For the effective and smooth exercise of their duties, all members of the Board of Directors must allocate the necessary time.

Each candidate member of the Board of Directors is informed by the Company about the expected required time of participation in the meetings of the Board of Directors and / or the Committees that will participate, depending on the needs of the Company.

In determining the adequacy of time, the capacity and responsibilities assigned to the member of the Board of Directors are taken into account. In addition, the members of the Board of Directors inform the Company about the number of positions they may hold on other boards and about the responsibilities they hold on them, as well as about their other professional or personal commitments and conditions which may affect the time they have at their disposal for the exercise of their duties as members of the Board of Directors of the Company.

1.2 Special Criteria

Candidates for the positions of independent non-executive members of the Board of Directors must meet the criteria of independence provided in Law 4706/2020 on Corporate Governance, as applicable, and be free from conflicts of interest, in accordance with the provisions of Law. 4548/2018 on Societes Anonymes, as in force from time to time.

In particular, candidates for the positions of independent non-executive members of the Board of Directors should not:

hold, at their appointment and throughout their term , directly or indirectly, a percentage of voting rights greater than zero point five percent (0.5%) of the share capital of the Company,
receive any significant remuneration or benefit from the Company, or from an affiliated company, or not to participate in a stock options program or in any other performance-related remuneration or benefit system other than the remuneration for the their participation in the Board of Directors or in its committees, as well as in the collection of fixed benefits under the pension system, including deferred benefits, for previous services to the Company. The criteria based on which the meaning of significant remuneration or benefit are defined in the Company's Remuneration Policy,
maintain or have maintained themselves or a person with close ties with them, a business relationship during the last three (3) financial years before their appointment with the Company or a person or shareholder affiliated with the Company who directly or indirectly holds a participation equal to or greater than ten percent (10%) of the share capital of the Company during the last three (3) financial years prior to its appointment, or its affiliated company, if this relationship affects or may affect the business activity either the Company or the candidates themselves or the person who has close ties with them. Such a relationship exists especially when the person is a significant supplier or a significant customer of the Company,
been themselves or a person who has close ties with them, members of the Board of Directors of the Company or its affiliated company for more than nine (9) financial years in total at the time of their election,
been themselves or a person who has close ties to them, executives or have not maintained an employment or project or service relationship or paid employment with the Company or a company affiliated with it during the last three (3 financial years before their appointment,
have themselves or a person who has close ties to them, second-degree relatives by blood or by marriage, or are not spouses or partners equated to a spouse, member of the Board of Directors or senior management or shareholder, with participation equal to or more than ten percent (10%) of the share capital of the Company or its affiliated company,
have themselves or a person who has close ties with them, appointed by a certain shareholder of the Company, according to the articles of association,
represent themselves or a person who has close ties with them, shareholders who directly or indirectly hold a percentage equal to or greater than five percent (5%) of the voting rights at the General Meeting of the Company's shareholders during their term , without written instructions,
carried out by themselves or a person who has close ties with them, a mandatory audit in the Company or in a company affiliated with it, either through a company or himself or their relative up to second-degree relatives by blood or by marriage or his spouse, at the last three (3) financial years prior to their appointment,
not be themselves or a person who has close ties with them, executive members in another company, in the board of directors of which an executive member of the Company participates as a non-executive member.

2. Collective Suitability

The Board of Directors is adequately trained and able to make decisions taking into account the business model, risk-taking, strategy and markets in which the Company operates.

The composition of the Board of Directors reflects the necessary skills for the exercise of management and monitoring of the Company's operation, in terms of business activity, recognition and management of business and other risks, strategic planning, financial reporting, compliance with the relevant legislation and regulatory framework as well as understanding corporate governance issues.

The Board of Directors is collectively suitable, as it consists of a sufficient number of members with knowledge in each field, so that it is possible to discuss on the decisions to be taken. All areas of knowledge required for the Company's business activities are covered by the Board of Directors collectively, with sufficient expertise among its members, while there is a sufficient number of knowledgeable members in each area of the Company to enable a discussion regarding the decisions. to be taken.

In particular, regarding the selection of the candidate members of the Board of Directors and their election by the General Assembly of the Shareholders, it is ensured that the Board of Directors, as a collective body, has the following characteristics:

knows in depth the characteristics and peculiarities of the civil aviation sector and includes in its composition members who serve or have served in leading positions in airlines.
Has significant long-term experience in management, strategic planning and accounting and in managing risks and capital issues as well as understanding of the legal and regulatory requirements of the industry.
Has members with significant experience from the business and professional area as well as the wider social environment and includes among its members executives who are or have been presidents, CEOs or senior executives in large companies.
Has a full understanding of the structure and dynamics of the Company's customers, as well as the main markets in which the Company operates.
Has significant international experience in the Company's business activities, key risks and is able to understand the effect of technology in the Company’s activities and contribute to the development prospects of the Company.

The Company has the primary responsibility for identifying gaps in the collective suitability of the Board of Directors. For this purpose, the Board of Directors conducts its self-evaluation on an annual basis. The evaluation of the Board of Directors by third parties is also desirable.

Adequate representation by gender

The Company must have an adequate representation by gender of at least twenty five percent (25%) of all members of the Board of Directors. In the case of a fraction, this percentage is rounded to the previous integer. The Remuneration and Nomination Committee shall take this criterion into account when submitting proposals for the appointment of members of the Board of Directors.

The Company ensures in general and at all times, equal treatment and equal opportunities between the sexes.

It is noted that this aspect extends beyond the selection of members of the Board of Directors to the provision of training to its members.

Diversity criteria

The Company recognizes the benefits of differentiation among the members of the Board of Directors and considers it as a means of achieving maximum team efficiency and effectiveness. Diversity is a means of expressing different views which reflect the social and business environment in which the Company operates and inspires confidence among stakeholders.

The Board of Directors should take advantage of the parameters of skills, views, abilities, qualifications, educational backgrounds, training, experience, gender, age and other qualities of its members, and where possible, these differentiations should be properly balanced.

The selection and election of the members of the Board of Directors is carried out based on the qualifications, skills and professional experience of each member individually and of the Board of Directors as a whole.

In relation to the search for suitable candidates, the latter are evaluated based on objective criteria, as defined by both the law and the corporate culture, taking into account the advantages provided by the differentiation in the composition of the Board of Directors.

The Company opposes to any case of exclusion of a candidate member, due to criteria that are indicatively and not restrictively related to:

gender,
race,
color,
national, ethnic or social origin,
religious or political beliefs,
disability,
property,
age,
birth and / or
sexual orientation.

Candidate Evaluation Procedure

The Committee identifies and proposes to the Board of Directors persons suitable for being members of the Board of Directors, in accordance with the terms of the Suitability Policy.

For each proposed member of the Board of Directors, the Committee collects sufficient CVs , supported by the necessary supporting documents and prepares an evaluation report, from which it is assumed that the proposed member of the Board of Directors adequately meets the criteria of Suitability Policy.

The evaluation of the proposed members for the Board of Directors by the Committee takes place before the nomination of the person as a candidate member of the Board of Directors, with a relevant recommendation of the Board of Directors to the General Meeting of Shareholders, which has the legal right to elect the members.

For the election of its members, the Board of Directors posts on the Company's website no later than twenty (20) days before the convening of the General Meeting of Shareholders, in the context of its relevant proposal, information to each candidate member, regarding the following:

the justification of the proposal of the candidate member of the Board of Directors. With this proposal to the General Meeting of Shareholders, the Board of Directors ensures that its composition meets the requirements of the Suitability Policy and ensures the interests of the shareholders as widely as possible, including the minority shareholders, to meet the requirements of the business environment and to ensure the smooth succession of its members, with a view to the smooth and efficient continuation of this operation in the long term,
the detailed CVs of the candidate member of the Board of Directors, which includes in particular information about his/her current or previous experience, as well as his/her participation in positions of management of other companies or in other boards and committees of these entities,
the determination of the eligibility criteria of the candidate member of the Board of Directors, in accordance with the Suitability Policy, and, if the candidate is proposed for election as an independent member of the Board of Directors, the fulfillment of independence requirements in accordance with the law and Suitability Policy.

Annual Suitability Evaluation of the Members of the Board of Directors

On an annual basis, a report of the Committee is submitted to the Board of Directors, which will be included in the Corporate Governance Report, regarding the procedure followed for the appointment of the members of the Board of Directors.

In this report, the Committee assesses:

the structure, size, composition of the Board of Directors and submits suggestions regarding any changes,
the knowledge, skills and experience of the Board of Directors members individually and collectively and examines whether there are conflicts of interest to the extent that the ability of members to exercise their duties independently and objectively ("independent will"), by submitting respective reports to the Board of Directors,
if the composition of the Board of Directors meets the requirements of the law, the articles of association and the Corporate Governance Code adopted by the Company.

The annual evaluation is carried out in the first four months of the following year, unless during the year, there are changes that affect the suitability or reliability conditions or changes occur in their status or their affiliated members, which may create a conflict of interest with the interests of the Company.

The report includes a brief description of the evaluation process, a reference to the areas / points covered, the key strengths identified and areas for improvement, as well as a summary of the answers given in the self-evaluation questionnaire.

The Board of Directors, after the review of the evaluation, determines any further actions that are deemed appropriate and a relevant action plan is prepared.

In the event that the termination of the existence of one or more of the suitability criteria, based on the Suitability Policy, of a member of the Board of Directors, for reasons that this person could not prevent even with extreme diligence, the Board of Directors proceeds immediately with his/her termination and replacement within three (3) months.

With regards to the specific criteria of paragraph 1.2 regarding the chapter entitled "Suitability Assessment Criteria" hereof, the Board of Directors re-evaluates the fulfillment of the independence criteria of the independent non-executive members on an annual basis and prior to the publication of the annual financial report, which includes a relevant assessment. In the event that during the verification of the fulfillment of the special criteria of independence or in case it is found at any time that these criteria have ceased to exist for an independent non-executive member or that member declares to the Company that the special criteria have ceased to exist, the Board of Directors takes the appropriate steps to replace it.

Preparation, monitoring and modification of the Suitability Policy

This Suitability Policy, as well as any substantial modification, is prepared by the Board of Directors of the Company, with the assistance of the Committee, approved and submitted for approval to the General Meeting of Shareholders. The annual Corporate Governance Statement of the Company includes a relevant reference.

Monitoring the implementation of the Suitability Policy is the responsibility of the Board of Directors. In this context, the Internal Audit function assists through the performance of scheduled audits during the respective year.

The Suitability Policy is filed electronically and any modification is adequately documented. Any case of amendment is approved by the General Meeting of Shareholders.