Remuneration and Nominations Committee

Natalia Nikolaidis, independent, non-executive member of the BoD, Chairman
Nikolaos George Nanopoulos, non-executive member of the BoD, Member
Alexandra Papalexopoulou, independent, non-executive member of the BoD, Member

Rules of Operation of the Remuneration and Nominations Committee of the Company

AEGEAN AIRLINES 

1. Subject of the Rules of Procedure of the Remuneration and Nominations Committee

This Regulation specifies the principles, responsibilities, composition and issues related to the operation of the Remuneration and Nominations Committee (hereinafter "the Committee") of the Societe Anonyme under the name "AEGEAN AIRLINES SA" provided in the Internal Operating Regulations of the Company.

2. Purpose of the Committee

The Committee operates as an independent and objective body, which transparently assists the Board of Directors in the performance of its duties regarding the staffing of the Board of Directors based on the Company Suitability and the current legislation and the issues concerning the remuneration of the Board of Directors based on the Company's Remuneration Policy and the applicable legislation. The purpose of the Committee is the fulfillment of its duties, as provided in Law 4706/20 art. 10-12 and Law 4548/2018 art. 109-112 and specifically:

2.1 The formulation of proposals to the Board of Directors regarding the Remuneration Policy that is submitted for approval to the General Meeting, according to par. 2 of article 110 of law 4548/2018.

2.2 The formulation of proposals to the Board of Directors regarding the remuneration of persons falling within the scope of the Remuneration Policy, in accordance with article 110 of law 4548/2018 and the Company's executives, especially the head of the Internal Audit Unit.

2.3 The examination of the information included in the final draft of the annual salary report, and the provision of its opinion to the Board of Directors, before the submission of the report to the General Assembly, according to article 112 of law 4548/2018

2.4 Ensuring the existence of an effective and transparent process for the nomination of candidates for the Board of Directors

2.5 The identification and the proposal to the Board of Directors of suitable persons for the acquisition of the status of the member of the Board of Directors based on a procedure provided in its operating regulations, taking into account the factors and criteria defined in the current Appropriateness Policy of the Company.

3. Responsibilities of the Committee

3.1 Remuneration

3.1.1 Prepares the Remuneration Policy for the members of the Board of Directors of the Company with the possibility to include in, other executives and employees of the Company. The Committee determines and includes in the Remuneration Policy at least all the elements required by law and the Corporate Governance Code applied by the Company, with all the appropriate differences depending on the role and duties of each of these persons.

3.1.2 Recommends for the temporary deviation from the Company's Remuneration Policy, provided that (a) the Remuneration Policy sets out the procedural conditions under which a derogation from its content may be applied; (b) its elements, in respect of which the derogation can be applied and (c) this derogation is necessary for the long-term service of the interests of the Company as a whole or to ensure its viability.

3.1.3 Reviews the salary and working conditions of the Company's employees and takes into account the relevant findings when determining the Remuneration Policy.

3.1.4 Submits proposals to the Board of Directors on any issue concerning the remuneration of the Board of Directors, the executives and the employees of the Company, complying, in terms of the formulation of such remuneration, with the principles of law and its Corporate Governance Code Company and taking into account the best international practices and the Recommendations of the European Committee.

3.1.5 Regularly reviews the terms of the current contracts of the members of the Board of Directors and the executives with the Company, including the compensations, in case of resignation, and the pension arrangements.

3.1.6 Regularly reviews the Remuneration Policy to ensure that it remains up to date, at least in cases where significant changes take place in the respective legislative and regulatory framework. In the event of a revision of the Remuneration Policy, it shall submit a report to the Board of Directors describing and explaining all changes in the Remuneration Policy, as well as how shareholders' votes and views on the Remuneration Policy and Report have been taken into account since the last vote on with these issues.

3.1.7 Defines the measures for the prevention or management of conflicts of interest regarding remuneration issues that are incorporated in the Remuneration Policy.

3.1.8 Sets the performance targets regarding any variable remuneration of the members of the Board of Directors and senior executives, and the targets associated with the granting of rights or shares.

3.1.9 Examines and submits proposals to the Board of Directors (and through it to the General Meeting of Shareholders, when required) regarding any programs for the granting of stock options or the granting of shares.

3.1.10 Submits proposals for the revision and improvement of any process related to the drafting of the Remuneration Policy, the Remuneration Report and the definition of the elements contained therein.

3.1.11 Prepares the Remuneration Report of a. 112 Law 4548/2018. The Committee determines and includes in the Remuneration Report all the elements required by Law 4548/2018 and the Corporate Governance Code of the Company. The Committee shall submit a report to the Board of Directors describing the manner in which the Remuneration Report takes into account the result of the General Assembly vote on the previous Remuneration Report.

3.1.12 Monitors the implementation of the Remuneration Policy through the review of audit reports on the Remuneration Policy. In this context, the Committee receives the reports of the Internal Audit department, in which the remuneration system of the Company is evaluated.

3.1.13 Ensures the definition and timely implementation of corrective actions in cases of incorrect application of the Remuneration Policy and related practices, procedures and incentives.

3.1.14 Carries out a comparative evaluation of the remuneration applied by the Company with those of similar companies in the sector as well as a regular review of market trends.

3.1.15 It is generally competent to suggest, take decisions and express an opinion on any issue that falls under articles 109-114 of Law 4548/2018, voluntarily or upon request by the Board of Directors or the General Meeting.

3.2 Promotion of Nominations

3.2.1 Prepares and proposes to the Board of Directors for approval the Suitability Policy of the members of the Board of Directors which includes the selection criteria and the procedures of placement of the members of the Board of Directors.

3.2.2 Regularly reviews the Eligibility Policy of the members of the Board of Directors in order to ensure that it remains up to date, at least in cases where significant changes take place in the current legislative and regulatory framework.

3.2.3 Plans and coordinates the process of selecting candidates suitable for the vacant positions of the Board of Directors, describes the responsibilities and required skills as well as their expected time commitment.

3.2.4 Ensures the promotion of diversification (including gender segregation) and diversity as well as ensuring the pooling of a wide range of qualifications, knowledge and skills of Board members, in accordance with the Eligibility Policy, to ensure a variety of views and experiences, in order to make the right decisions.

3.2.5 Periodically evaluates the size and composition of the Board of Directors and submits to it proposals regarding the desired overall profile. Specifically:

3.2.5.1 Carries out periodic evaluation at least once a year, or when significant events or changes occur, in the structure, size, composition (including differentiation) and performance of the Board of Directors and submits suggestions to the Board of Directors regarding any changes.

3.2.5.2 Carries out periodic evaluation, at least once a year, or when significant events or changes take place, of the knowledge, skills and experience of each member of the Board of Directors, as well as of the Board of Directors at collective level in accordance with the legal and regulatory framework and submits relevant reports to the Board of Directors.

3.2.5.3 It is responsible for the continuous monitoring of the suitability of the members of the Board of Directors for the identification, in the light of any relevant new event, of cases in which it is deemed necessary to re-evaluate their suitability. Cases that may deem it necessary to re-evaluate, indicatively, concern: (a) doubts about the individual suitability of the members of the Board of Directors or the suitability of the composition of the Board (b) significant effect on the reputation of a member of the Board of Directors (c) which may significantly affect the suitability of the member of the Board of Directors.

3.2.6 Is responsible for the configuration, the regular review and the submission to the Board of Directors for approval of the succession plan of the members of the Board of Directors and the Senior Executives.

3.2.7 Monitors and evaluates that the members of the Board of Directors meet the criteria of individual suitability in particular in relation to the adequacy of knowledge and skills, the guarantees of morality and reputation and the allocation of sufficient time.

3.2.8 Monitors and evaluates potential conflicts of interest to the extent that the ability of the members of the Board of Directors to exercise their duties independently and objectively by submitting relevant reports to the Board of Directors is hindered.

3.2.9 Ensures that the members of the Board of Directors meet the criteria of independence based on the requirements of the law.

3.2.10 Recommends to the Board of Directors for approval the Training Policy of the members of the Board of Directors, the Managers, as well as the other executives of the Company, which it reviews regularly.

3.2.11 Recommends to the Board of Directors the process of hiring Senior Managers and evaluating their performance.

3.2.12 Supervises the design and implementation of the program for the integration of new members of the Board of Directors, as well as the continuous development of knowledge and skills of all members, supporting the effective exercise of their duties.

4. Composition of the Remuneration and Nominations Committee

4.1 The Committee consists of at least (3) members with a three-year term, who are all non-executive members of the Board of Directors and by an independent majority, within the meaning of a. 9 of Law 4706/2020, as in force from time to time. The Committee is chaired by an independent non-executive member of the Board. The Chairman of the Committee is responsible for scheduling and conducting the meetings. The term of office of the members is automatically extended until the first Ordinary General Meeting after the end of their term of office, which may not exceed four (4) years. In case of vacancy of a member of the Committee, indicatively due to resignation, death or loss of membership, the Board of Directors shall immediately appoint, from its existing members, a new member to replace the missing one, for the period until the end of the term of office, if there is a case, of par. 1 and 2 of article 82 of Law 4548/2018, which is applied accordingly.

4.2 The participation in the Committee of persons who hold parallel positions or qualities or who carry out transactions incompatible with the purpose of the Committee is prohibited. The Executive Chairman, the Chief Executive Officer and the Chief Financial Officer of the Company (possibly other members of the Board of Directors if deemed necessary by the Committee) may be invited by the Committee to attend the meetings.

4.3 The members of the Committee as a whole have sufficient knowledge and experience commensurate with the nature of the tasks they are called upon to perform.

4.4 The members of the Committee are appointed in their entirety by the Board of Directors with a decision which sufficiently justifies the qualifications of the members of the Committee. By the same decision, one of the elected independent members of the Committee is appointed Deputy Chairman, while it is also possible to appoint alternate members who replace the regular members of the Committee in case of their incapacity.

4.5 Without prejudice to paragraph 4.2, the participation of a person in the Committee does not preclude his participation in another Committee of the Board of Directors, as long as this does not affect the proper performance of the duties of the person as a member of the Committee.

5. Meeting and decision making

5.1 The Committee shall be convened exclusively by its Chairman or, in the event of his absence or incapacity, by his Deputy.

5.2 The Committee meets regularly at least two (2) times per year, and definitely before the preparation of the Remuneration Policy, the Remuneration Report, the Policy Appropriateness of the members of the Board of Directors or any revision thereof. It meets extraordinarily, when at the discretion of the Chairman of the Board. or the President of the Committee deemed necessary. The meeting may take place live or through audiovisual media, at the Company's headquarters or at any place suitable for the purpose of the meeting. By decision of the Board of Directors, the secretary of the Committee is appointed who keeps the minutes of the meetings. The representation of a member of the Committee by another member is prohibited, unless it is the case of the replacement of a regular member by an alternate, due to obstruction of the former. The replacement of the regular members may in no case lead to a composition of the Committee other than that obligatory in this Regulation. By analogous application of article 94, paragraph 1 of law 4548/2018, the preparation and signing of minutes of proceedings by all members of the Committee is equivalent to its decision.

5.3 The convening of the Committee is done by invitation which is notified to them two (2) working days at least before the meeting, or five (5) days if the place of the meeting is not the registered office of the Company. The invitation shall state the items on the agenda, the date, time and place of the meeting of the Committee. No invitation is required if all members are present on the day of the meeting and no one objects.

5.4 All members of the Committee will be invited to participate in the meetings as much as possible (live or through audiovisual media). If at least two members (regular or alternate) are not present at the meeting, the meeting is canceled and repeated without new invitation within seven (7) days from its cancellation (where again at least two members will be required to be present). Decisions are taken by a majority of its members, and in the event of a tie, the vote of the President shall prevail.

5.5 Unless otherwise specified herein, Articles 89-93 of Law 4548/2018 apply mutatis mutandis to the meetings and decision-making of the Committee.

6. Relationship with other persons / bodies of the Company

6.1 The Committee is an independent body, its decisions are taken autonomously by the decisions of other bodies of the Company and its members act and decide with their own conscience.

6.2 The Board of Directors seeks the opinion of the Committee before taking any decision regarding the remuneration of its members as well as concerning the Remuneration Policy, the Remuneration Report and the Appropriateness Policy of the members of the Board of Directors. It also seeks the opinion of the Committee before taking a decision or submitting a proposal to the General Meeting regarding a program for the distribution of shares to members of the Board of Directors and the staff of the Company during a. 113 Law 4548/2018 and regarding the free distribution of shares to members of the Board of Directors and the staff according to a. 114 Law 4548/2018.

6.3 The Committee invites, whenever it deems appropriate, key executives involved in the Company's governance, including the CEO, the Chief Financial Officer, to attend specific meetings or specific items on the agenda and to comment on them.

6.4 The Committee, in addition to the scheduled meetings, holds meetings with management and relevant management during the preparation of the Remuneration Policy and the Remuneration Report as well as any revision thereof.

6.5 The Committee has full access to every element of the Company that is needed to carry out its duties and the Company makes available to the Committee any person that the Committee deems necessary.

6.6 The Board of Directors shall provide the Committee with any resources deemed appropriate for the fulfillment of its purposes, including the assistance of an external consultant, if the Committee so requests, by making available the necessary funds for this purpose.

6.7 The Committee submits to the Board of Directors, for inclusion in the corporate governance statement of the Company, a report describing its work and indicating the number of its meetings during the year.

6.8 The Committee conducts its annual self-evaluation and submits to the BoD suggestions for improving its operation.

6.9 The Committee may propose to the Board of Directors the amendment of this Regulation when deemed necessary after its review and re-evaluation.

7. Transparency

7.1 The Committee shall keep in detail all the necessary information, including the minutes of its meetings, in which its actions and their results are recorded, regarding the implementation of its work. To this end, the Committee may include in the minutes reports, presentations and any other material which has been considered and discussed by its members.

7.2 Under the responsibility of the Chairman, the Committee informs the shareholders at the Ordinary General Meeting about the Remuneration Policy and the Remuneration Report, submitting a relevant written proposal.

7.3 The members of the Committee fully comply with the provisions of the Articles of Association, the Internal Rules of Procedure and the Corporate Governance Code of the Company.

8. Members’ fees

The remuneration of the members of the Remuneration Committee is determined by a decision of the Board of Directors and is approved by a decision of the Ordinary General Meeting of the Company. The remuneration must correspond to the scope of their duties, taking into account, inter alia, the complexity - breadth of their work, the time of employment required, the degree of responsibility and the level of remuneration of the other members of the Board.

9. Personal Data

The Committee does not include in the Remuneration Report specific categories of personal data within the meaning of Article 9 par. 1 of the General Regulation (EU) 2016/679 on Data Protection or personal data concerning the family status of the members of its Board of Directors. Company. The Committee processes personal data of the members of the Board of Directors included in the Remuneration Report in the context of its legal obligation under Article 112 of Law 4548/2018 in order to increase corporate transparency regarding the remuneration of the members of the Board of Directors, with the aim of strengthening the accountability of the members and the supervision of the shareholders on these salaries.

10. Approval - Publication - Review

10.1 The Rules of Procedure of the Committee are approved by the Board of Directors, are published on the Company's website and are valid from its approval by the Board of Directors.

10.2 The Rules of Procedure of the Committee are revised exclusively by a decision of the Board of Directors, after a relevant proposal to the Committee.