Conflict of Interest Management Policy

Introduction

The Company has adopted this Conflict-of-Interest Management Policy (hereinafter referred to as “the C.I.P.”) regarding the maintenance and implementation of effective administrative procedures and control mechanisms for the identification and management of existing and any potential conflict of interest situations in its operations, in accordance with point g) of Article 14(3) of Law 4706/2020. This Policy implements both the general principles of the Conflict-of-Interest Policy and more detailed provisions on the procedure applied by the Company.
The objective of the C.I.P. is to provide guidance to the members of the Board of Directors, managers and employees on how conflicts of interest are defined, how they can be identified, as well as what procedures should be followed when they occur, to protect the interests of customers and the Company.
More specifically, the aim of the C.I.P. is to:

identify and determine the situations that constitute or may give rise to conflicts of interest that may pose a material risk to the customers’ and Company’s interests.
design and implement procedures and systems aimed at preventing any cases of conflict of interest that harm the interests of customers and the Company;
adopt appropriate procedures, mechanisms and systems to manage such conflicts.

The C.I.P. is reviewed and updated when it is necessary.

On an annual basis, the Risk Management and Regulatory Compliance Unit prepare a report on conflict-of-interest situations.

Α. Scope of the Framework - Definitions

For the purposes of this Policy, the Company's "customers" shall mean:

Passengers;
Partner companies;
Partners (suppliers, customers).

Further, "covered persons" shall mean:

Members of the Board of Directors.
Directors, shareholders holding participation or voting rights equal to or exceeding 5% of the share capital;

“Related persons" to a covered person shall mean the following:

The spouse or partner of that person who is treated as a spouse in accordance with the legislation in force at the time.
The dependent children of the covered person; and
Other relatives of the covered person who, on the date of the relevant personal transaction, have resided, for at least one year, in the same family home as the covered person.

Β. Identification of conflict-of-interest situations

A conflict of interest is described as a situation in which the personal interest of the covered persons and persons related to them is contrary to the interests of the company and/or the interests of the customers.
A conflict of interest is also identified when the Company or the covered person or a person directly or indirectly related to them acts in the interest of a customer while at the same time causing material damage to the interests of another customer.
Indicative examples of conflicts of interest relate to cases where the covered person:

is likely to obtain a financial gain or avoid a financial loss to the detriment of the customer.
has a different interest from the interest of the customer.
has an interest in the outcome of a service, transaction or other activity that differs from the interest of the Company or its investors.
has a financial or other incentive to favour the interests of another customer to the detriment of the interest of the customer.
receives, or is likely to receive, consideration from a person outside the Company related to the Company’s activities, when such consideration is in the form of money, goods, or services. In particular, regarding gifts of great value (monetary or otherwise) that may influence his/her behavior in a way that conflicts with the interests of the customer.

In addition, this Policy covers conflicts of interest that may arise in the following cases:

Conflicts between the interests of the Company and its subsidiaries and the interests of a customer or group of customers.
Conflicts between the interests of one customer or group of customers and the interests of another customer or group of customers.

Conflicts of interest may also arise when the objectivity of the decisions of covered persons or related persons in the Company’s activities is affected by personal interests or actions. The following cases are indicative:

related persons up to the 2nd degree, working in a competing company, supplier or associate of the Company.
related persons up to the 1st degree, employed by a public body directly or indirectly related to the Company’s activities.
covered persons adversely affect the Company’s repute through their actions.
covered persons act or work in competition with the interests of the Company.
covered persons establish relationships to influence matters relating to salary increases, promotions, etc.
covered persons participate, with the specific permission of the General Meeting of the Company, as members of the Boards of Directors of companies, other than related or affiliated parties, with similar purposes to the Company.

C. Organizational arrangements and measures relating to the prevention, identification and management of conflicts of interest

The Company has adopted a series of organizational measures and has put in place suitable arrangements to prevent and manage effectively any conflict of interest.

1.Transparency in corporate operations
Specifically, the members of the Board of Directors according to article 97 of Law 4548/2018:

undertake to observe high standards and principles of professional ethics in the performance of their duties, to apply the principles of the C.I.P. herein and not to pursue self-interests that are contrary to the interests of the Company.
must disclose in a timely and adequate manner to the other members of the Board of Directors any significant self-interests that may be directly affected by transactions or decisions of the Company, as well as any other conflict of self-interests with those of the Company or its affiliated companies as defined in the applicable legislation, which arises during the performance of their duties. Adequate disclosure by Board members, as set out above, is deemed to be one that includes a description of both the transaction and the self-interest. The Company discloses the cases of conflict of interest at the next Annual General Meeting of shareholders with the annual report of the Board of Directors;
must maintain strict confidentiality with respect to the corporate affairs and secrets of the Company, which have become known to them by virtue of their status; and
each member of the Board of Directors is not entitled to vote on matters in which there is a conflict of interest with the company or persons with whom he/she has a relationship (related parties). In such cases, decisions are taken by the remaining members of the Board of Directors, and if the inability to vote concerns so many members that the remaining members do not constitute a quorum, the other members of the Board of Directors, regardless of their number, must convene a General Meeting for the sole purpose of taking the specific decision.

In this context, the members of the Board of Directors are required to declare in writing:

any intention to engage in any activity or transaction related to the Company or a major customer or supplier of the Company;
their participation in Boards of Directors or other forms of administrative bodies of other legal entities - entities of any nature and scope, as well as any other relationship and/or activity that they suspect to conflict with the interests of the Company;
their professional commitments of any kind to other companies, as well as to entities of a non-profit nature, prior to their appointment with the Board of Directors of the Company.

The above information is collected and must be reviewed annually by the Company's Risk Management and Regulatory Compliance Unit and brought to the attention of the Board of Directors whether there is a relevant change from the originally reported information.
In order to ensure transparency in corporate operations and avoid conflicts of interest, the Company:

Has established a Remuneration and Nominations Committee has established of non-executive and independent members of the Board of Directors, by majority vote.
Implement procedures for the evaluation of the members of the Board of Directors in terms of the combination of knowledge, skills and experience.

Has provided that the Chairman of the Board of Directors shall not simultaneously perform the duties of the Chief Executive Officer.
It implements a training programme on the C.I.P.

The Company's website www.aegeanair.com provides information on the responsibilities and functioning of the Remuneration and Nominations Committee of the Board of Directors.

2. Independence, separate supervision and segregation of operations
The Company applies policies and procedures according to which the personnel of each Division/Department act independently regarding the interests of its customers.
Organizational measures are also adopted for:

Ensuring the supervision of the persons covered.
The segregation of the operations of Divisions/Departments to prevent or control the simultaneous or successive involvement of an employee in different services or activities, which may lead to situations of conflict of interest or potentially hinder the proper management of such situations.

3. Management of confidential / proprietary information
The Company and its subsidiaries take into account the provisions of European Regulation 679/2016 on the protection of natural persons regarding the processing of personal data and the free circulation of such data, as well as Law 4624/2019 on the protection of personal data.
For the purposes of this Framework, confidential information means internal or confidential information relating to an existing or potential customer.
The Company informs the customer that his/her personal data that will be lawfully received by the Company, in the context and for the purpose of servicing his/her transactional relations, will be processed. Ensuring the confidentiality and management of information received from clients is one of the main principles governing the Company's activities.
Access to confidential information is limited to those persons who need to know information of a confidential nature in the course of their duties within the Company. Thereby the misuse of such information and potential conflicts of interest that may harm the interests of one or more customers is avoided as far as possible.
The Company shall take measures to avoid or limit the exercising of improper influence by all personnel employed by the Company in the way services are provided, or activities are carried out.

4. Staff remuneration, gifts and personal benefits
The Company takes measures and implements policies and procedures to determine the means of dealing with conflict-of-interest situations regarding personnel remuneration, gifts and personal benefits.
The Company shall take the necessary measures to ensure that the remuneration, appraisal methods and assigned responsibilities do not encourage behavior of staff that may lead to situations of conflict of interest or excessive risk taking.
The Board of Directors has established the Remuneration Committee, which is responsible for formulating and monitoring the implementation and periodic review of the remuneration policy of the members of the Board of Directors. The Remuneration Committee, in performing its duties, considers the long-term interests of shareholders, investors and other stakeholders and is oriented towards preventing or minimizing situations of conflict of interest that are detrimental to the management of the Company’s capital and liquidity risks.
Covered persons may not accept gifts in the form of money or gifts of great value. This prohibition excludes low value promotional gifts, such as office equipment bearing the logo of the company offering the gift (and up to €100).
If a covered person who becomes the recipient of a gift is unable to assess whether accepting a gift is in accordance with company policy, he or she should seek guidance from the Director of Internal Audit.

5. Monitoring of transactions of Covered Persons (and related persons)
The Company has established policies and procedures for monitoring the transactions of covered persons (and related persons). In accordance with these policies and procedures, these persons are not permitted to engage in transactions which:

are contrary to the legislation and regulations in force;
distract them from the duties of their post;
create a risk to the repute of the Company and its subsidiaries;

Covered persons must ensure that the execution of their personal transactions (and those of related persons) does not cause damage to the customers of the Company and its subsidiaries.
Furthermore, covered persons (and related persons) are prohibited from using information classified as confidential for the purpose of conducting their personal transactions, as defined by European Regulation 679/2016 on the protection of natural persons regarding the processing of personal data and the free circulation of such data and Law 4624/2019 on the protection of personal data.

6. Activities beyond the scope of work of the covered persons
The Company has established policies and procedures for monitoring activities beyond the scope of work of the covered persons. The covered person is not allowed to engage in any competitive business activity, other than for the Company or the Group, on his/her own account or on behalf of third parties.
Covered Persons must disclose their professional activities outside the Company, as well as their holdings in other companies and investments, to the Responsible for the Risk Management and Regulatory Compliance Unit. The declaration is submitted annually, or whenever there are changes, to the Responsible for the Risk Management and Regulatory Compliance Unit.

7. Informing Customers about Conflict-of-Interest situations
In certain cases where, despite the measures taken to avoid or manage conflicts of interest, it is considered that it is not feasible to adequately ensure the prevention or full management of the conflict of interest, the Company shall inform the customers, before taking any relevant action, of the nature and source of such conflicts of interest. The information shall be provided in a durable medium and shall include sufficient detail to enable the customer to make an informed decision on whether to take the relevant action in the context of which conflict of interest arises.

8. Education and communication
The Company provides the necessary education and training on conflict-of-interest issues to all covered persons in order to enhance awareness of conflict of interest situations and to develop the ability to identify and manage conflict of interest situations.

9. Monitoring of conflict-of-interest situations
To identify potential conflicts of interest in a timely manner, the Company implements procedures designed to ensure that any potential conflicts are identified and resolved. Cases of conflict of interest shall be identified through the relevant procedures and recorded in a file, as referred to in the Framework herein.
In this context, the Internal Audit Unit carries out periodic audits of compliance with the provisions of this Conflict-of-Interest Policy.

10.Record keeping and periodic reviews
The Risk Management and Regulatory Compliance Unit maintain a conflict-of-interest log. It should record the cases where a conflict of interest has arisen, the activities in the context of which a conflict of interest is likely to arise involving a risk of damage to the interests of one or more customers, and the procedures to be followed to prevent and manage such cases.
The Risk Management and Regulatory Compliance Unit is also responsible for evaluating the C.I.P. at regular intervals, at least annually, to determine whether and how the Policy should be revised in order to attain its objectives more effectively and to take appropriate measures to address any weaknesses.
The Risk Management and Regulatory Compliance Unit is responsible for determining any other conflict of interest that may arise.

D. Procedures to support Conflict of Interest Management Policy arrangements.

The Company applies several preventive, detective and corrective measures to identify, assess and address situations or potential conflicts of interest, such as:

Organizational arrangements, policies and procedures, systems and safeguards designed to prevent a conflict of interest or to mitigate the risk of a conflict of interest (preventive measures)
Avoiding a situation potentially leads to a conflict of interest, (preventive measures).
Identification of cases of conflict of interest (detective measures).
Appropriate management by taking corrective measures when situations of conflict of interest arise to remedy the damage or disruption likely to be caused (corrective measures).
Notification aimed at informing the parties concerned about situations of conflict of interest and the potential impact on them (corrective measures).

Compliance with the principles described in the C.I.P. applies to all personnel of the Company and its subsidiaries and any weaknesses or deviations in its application may affect the smooth operation of the Company.

1. Procedure for implementing the Conflict-of-Interest Management Policy
The Company has established a procedure to implement the Conflict-of-Interest Management Policy for covered persons. In this context, the Risk Management and Regulatory Compliance Unit undertake:

informing the Covered Persons about the obligations arising from the C.I.P.;
collecting, maintaining as well as updating the data required by the Policy disclosed of the persons covered;
preparing and submitting Annual Reports to the CEO and the Audit Committee of the Board of Directors of the Company.

Specifically, the Risk Management and Regulatory Compliance Unit take the following actions:

Monitors new appointments of covered persons, as well as any other changes to them (departure/ retirement);
Updates the file “List of Data of Covered Persons and related persons and other Notifications”;
At the time of placement, prepare an Information Packet for the C.I.P., consisting of the Information Letter, the Statement/Disclosure of Covered Person and Related Member Information, the Explanation of Required Disclosures, and the Declaration of Acceptance of the Framework;
Finalizes the Information Package and forward it for approval by the Responsible for Risk Management and Regulatory Compliance Unit;
Finally approves the Information Package and signs the Information Letter by the Responsible for the Risk Management and Regulatory Compliance Unit;
Sends the Information Package via internal mail and files a copy;
Receives the Conflict-of-Interest Declaration and the Declaration of Acceptance of the Framework;
Reviews the information submitted annually or if there is a relevant change from the information originally reported;
Files the data and information as specified herein;
Prepares an annual report based on the information submitted by the covered persons and their related persons in relation to what falls within the scope of the C.I.P. as well as the disclosures submitted by the covered persons during the year (e.g. any holdings in charitable foundations, material litigation etc.);
Approves and submits the final Annual Report to the CEO and the Audit Committee of the Board of Directors of the Company.

2. Procedure for identifying, managing and reporting a potential or actual case of conflict of interest
The Risk Management and Regulatory Compliance Unit maintain a list of indicative conflict of interest situations per category of covered person [Board of Directors - case of covered person (a) and Managers / Other staff - cases of covered person (b)].
Α. Regarding the category of covered person falling under the category "Managers/ Other Staff":
The Company's Divisions and Departments are required to conduct reviews and assessments of their systems and procedures in order to identify the risk of actual or potential conflicts of interest in the following situations:

a change in the organizational structure of a Division/Department;
a change in the cooperation relations between Divisions/Departments;
the introduction of a new service or changes to existing services.

In such cases, the Company's Divisions and Departments must inform the Risk Management and Regulatory Compliance Unit to update the list of conflicts of interest.
On a periodic basis, the list of conflicts of interest is updated annually by the Divisions/Departments and then sent to the Risk Management and Regulatory Compliance Unit which is responsible for:

evaluating the results;
prioritizing any findings;
creating an action plan jointly with the Divisions/Departments;
reporting to management of any findings, prioritization and the proposed action plan;

If a covered person identifies or becomes aware of:

>a potential conflict of interest; <
an actual case of conflict of interest;
a case of a conflict of interest, which was not immediately identified and is identified at a later stage;

immediately reports the potential conflict of interest/actual conflict of interest or incident to his/her director. The Head of the Division, in turn, informs the Responsible for the Risk Management and Regulatory Compliance Unit. The notification of the identification of a conflict of interest by the applicant of the opinion is made by e-mail.
The notification shall include at least the following information:

Competent unit;
Date of detection;
Category of conflict of interest;
Description of conflict of interest;
Description of Risk of Damage to the customer;
Conflict Prevention Measures;
Conflict Management Measures;

If there is a potential conflict of interest, it is assessed by the Responsible for the Regulatory Compliance Unit, and the corresponding instructions are given to the covered person.
For example:

Avoiding an activity or situation leading to a potential conflict of interest where it cannot be prevented or effectively managed by other means;
Instructions to mitigate the risk of a conflict of interest;
Guidelines on how to deal with a conflict of interest;
Instructions for corrective actions.

As long as it is about:

an actual conflict of interest that the company cannot manage;
a realized conflict of interest which the company did not manage in a timely manner;

the Responsible for the Risk Management and Regulatory Compliance Unit decides on the appropriate plan of action and the immediate handling of the conflict of interest (if possible) and the relevant information to the customer if the conflict of interest may result or has resulted in damage to the customer's interests.
If the case of a conflict of interest must be disclosed to the customer:

the Board of Directors is informed;
the general nature and/or sources of conflicts of interest and the measures taken to mitigate those risks are clearly disclosed to the customer before the company undertakes to carry out activities on behalf of that customer.

The Company shall take the necessary measures to ensure that the remuneration, appraisal methods and assigned responsibilities do not encourage behaviour of staff that may lead to situations of conflict of interest or excessive risk taking.
Β. Regarding the category of covered person falling under the category of " member of the Board of Directors":
If a covered person acknowledges:

a potential conflict of interest;
an actual case of conflict of interest;
a case of a conflict of interest, which was not immediately identified and is identified at a later stage;

The covered person shall make the relevant notification directly to the Responsible for the Risk Management and Regulatory Compliance Unit.
If there is a potential conflict of interest, it is assessed by the Head of the Risk Management and Regulatory Compliance Unit, and the relevant instructions are given to the covered person.
If it is about:

an actual conflict of interest that the company cannot manage;
a manifested conflict of interest case, which the Company did not manage in time;

the Responsible for the Risk Management and Regulatory Compliance Unit, after informing the Board of Directors, decides on the immediate handling of the case of conflict of interest (if possible).
Cases of conflict of interest are disclosed at the next Annual General Meeting of shareholders with the annual report of the Board of Directors.