Aegean Airlines

AGM Information • Apr 29, 2025

ANNOUNCEMENT

Decisions of the Ordinary Shareholders' General Meeting of the company under the name "Aegean Airlines Société Anonyme" of April 29th, 2025

The company "AEGEAN AIRLINES S.A." (hereinafter the "Company"), announces that on Tuesday, April 29th, 2025 at 11:00 a.m. the Ordinary Shareholders' Meeting was held remotely without any physical presence and in particular either in real time by teleconference or by exercising the right to vote before the General Meeting. At the General Meeting 193 shareholders participated either in person or by proxy, representing 65.003.489 shares and equal votes, out of the 89.347.600 total shares and votes, or 72,75% of the total paid-up share capital and voting rights of the Company, not counting the 819.500 shares in treasury stock, according to article 50 of Law 4548/2018.

Thus, the quorum required by law and the Company's Articles of Association for discussion and resolution on the item of the agenda was achieved. The Shareholders Meeting discussed and resolved on the item of the agenda as follows:

ΙΤΕΜ 1: Submission and approval of the Annual Financial Statements (including the Annual Consolidated Financial Statements) for the fiscal year 2024 (01.01.2024-31.12.2024), drafted in accordance with International Financial Reporting Standards, along with the Annual Report of the Board of Directors and the Auditors' Report.

The Annual General Shareholders Meeting approved the Annual Financial Statements of the Company (including the Consolidated Annual Financial Statements) for the fiscal year 2024 (01.01.2024-31.12.2024), drafted in accordance with International Financial Reporting Standards, as well as of the Annual Report of the Board of Directors and the Auditors' Report, as approved by the Board of Directors of the Company on 17.03.2025and posted on the investor relations section of the Company's website (https://en.about.aegeanair.com/investorrelations/financial-results/) and ATHEX website (https://www.helex.gr) on 17.03.2025.

ΙΤΕΜ 2: Approval of the distribution of the net profits for fiscal year 2024, distribution of dividend to shareholders and payment of remuneration to members of the Board of Directors for fiscal year 2024.

The Annual General Meeting approved the distribution of dividend to shareholders of €0,80 per share i.e. a total amount of €72.133.680. The dividend is subject to 5% withholding tax (pursuant to the provision of art. 40 par.1 of L.4172/2013, as in force) if applicable, which is equal to €0,04 per share and, therefore, shareholders will receive a net amount of €0,76. It is noted that the amount to be distributed which corresponds to the Company's own shares will be added to the amounts to be distributed to the rest of the shareholders as per applicable law and hence the exact dividend per share amount will be announced by the company on the record date, as defined below.

Dividend beneficiaries for the fiscal year 2024 dividend are company's shareholders registered in the electronic files of the Dematerialized Securities System (D.S.S.) dated Wednesday, May 21, 2025 (record date).

Ex-dividend date will be Tuesday, May 20, 2025, and thus from that date on the shares of the Company will be traded on Athens Exchange without the right to receive the dividend.

Dividend payment will commence on Monday, May 26, 2025.

Additionally, the General Shareholders Meeting approved the distribution of the amount of €3.021.626 as remuneration from the profits of the fiscal year 2024 to executive members of the Board of Directors, and more specifically the amount of €2.271.626 to the CEO and €750.000 to the Chairman of the Board of Directors, in accordance with the Company's current Remuneration Policy.

The General Meeting of Shareholders authorized the Board of Directors to determine the remaining details and to take any action required to implement the above resolution.

ΙΤΕΜ 3: Approval of the overall management of the Company by the Board of Directors, pursuant to article 108 of L. 4548/2018 and discharge of Chartered Auditors from any liability for the fiscal year 2024, pursuant to article 117 par.1 case (c) of L. 4548/2018.

The Annual General Shareholders Meeting approved the overall management of the Company the overall management of the Company which took place during fiscal year 2024, in accordance with article 108 of L.4548/2018 and to discharge the Certified Auditors-Accountants from any liability for compensation for the fiscal year 2024 in accordance with article 117 par 1 (c) of L. 4548/2018.

ΙΤΕΜ 4: Election of Certified Auditors (regular and substitute) for the audit of the Annual Financial Statements (including the Annual Consolidated Financial Statements) for the fiscal year 2025 (01.01.2025 – 31.12.2025) and the provision of limited assurance on the submission of the Sustainability Report and approval of their remuneration.

Pursuant to Board of Directors' and Audit Committee's recommendation, the General Shareholders Meeting approved for the audit of the financial statements of the Company (including the Consolidated Financial statements) for the fiscal year 2025 (01.01.2025-31.12.2025), the appointment of the auditing company "ΚPMG Certified Auditors S.A.", with registered offices in 44, Syngrou Avenue, 117 42, Athens, Greece and more specifically the appointment of Mr. Vasileios Kaminaris, son of Georgios, certified auditor with Reg. number 20411 as a regular auditor, and Mrs. Andriani Kartou, daughter of Gregorios, certified auditor with Reg. number 51411, as a substitute auditor.

The remuneration of the above auditing firm shall be EUR 396.300 plus VAT for the regular financial audit and tax compliance audit of fiscal year 2025, and the provision of limited assurance on the submission of the Sustainability Report of fiscal year 2025.

ITEM 5: Submission for discussion and voting of the Remuneration Report for Board of Directors' members for fiscal year 2024, in accordance with article 112 of L.4548/2018.

The Annual General Shareholders Meeting approved the remuneration report for Board of Directors' members for the fiscal year 2024, on which the Nomination and Remuneration Committee of the Company has given its consent. The remuneration report which is approved pursuant to the Board of Directors decisions dated 07.04.2025, contains information for the aggregate compensation that the Board of Directors members' received during the fiscal year

2024, in accordance with art. 112 of L.4548/2018 and the Remuneration Policy of the Company as in force following the amendment of the Shareholders Meeting decision on 30.04.2024.

The Remuneration report is posted on the Company's website (https://en.about.aegeanair.com/investorrelations/general-assemblies).

ITEM 6: Submission of the Annual Report of the Audit Committee for the fiscal year 2024.

The Annual General Shareholders Meeting took note of the submitted Annual Activity report of the Audit Committee for the fiscal year 2024, which is available on the Company's website (https://en.about.aegeanair.com/investor-relations/general-assemblies), pursuant to article 44 par. 1θ of L.4449/2017, as in force. It is noted that the report contains information of the policy for sustainable growth that the Company follows.

ITEM 7: Submission of the Report of Independent Non-Executive Members of the Board of Directors according to article 9 par. 5 of L. 4706/2020.

The Annual General Shareholders Meeting took note of the submitted Report of the Board of Directors' independent Non-Executive members, which they jointly submitted to the General Shareholders Meeting and was prepared in accordance with article 9 par. 5 of Law 4706/2020.

The relevant report of the Independent Non-Executive members of the Board of Directors which was submitted to the shareholders is available on the Company's website.

ITEM 8: Permission, in accordance with article 98 par. 1 of L. 4548/2018, to the Members of the Board of Directors of the Company and other senior executives to participate in the Board of Directors or to provide their managerial services to the Subsidiaries of the Company.

The Annual General Shareholders Meeting approved the provision of permission, in accordance with article 98 par. 1 of Law 4548/2018, to the Members of the Board of Directors of the Company and other senior executives to participate in the Board of Directors or to provide their managerial services to the Subsidiaries of the Company.

ITEM 9: Amendment of the terms of the Performance Stock Awards program dated 26.07.2023, in accordance with Article 114 of Law 4548/2018, for senior executives and other company personnel. Granting authorization to the Board of Directors to determine the specific terms of allocation.

The Annual General Shareholders Meeting approved the amendment to the performance stock awards allocation program dated 26.07.2023. Under this program, 66.775 shares were allocated in 2024. The amendment aims to increase the number of shares available for distribution to the program's beneficiaries and extend its application by two additional years, i.e. to 2027 and 2028.

Pursuant to the resolution of the Ordinary General Meeting of the Company dated 26.07.2023, the free allocation of common registered voting shares was approved for the years 2024, 2025, and 2026 to the Company's top management executives and to the staff of the Company, non-members of the Board of Directors, whose contribution to the company's performance and profitability is necessary, as part of a reward and incentive scheme.

This allocation is based on rewarding goal achievement per category of beneficiaries and providing incentives, taking into account the Group's profitability in the previous fiscal year and specifically the pre-tax profit margin as well as the Group's average profitability over the three fiscal years preceding the allocation.

Consequently, the maximum number of shares available for allocation during the years 2025–2028 is approved to be set at up to 1.200.000 shares (approximately 1,3% of the share capital as of the date of the Ordinary General Meeting's Invitation), which may be allocated annually as follows:

Year of Allocation	Number of Shares to be Allocated
2025	300.000
2026	300.000
2027	300.000
2028	300.000
Total	1.200.000

Shares that are not allocated in a given year may be carried forward for allocation in subsequent years until the program expires in 2028.

The shares may be granted either as part of a long-term incentive plan (which does not apply to Board members) and/or as part of an annual bonus.

A 24-month retention period requirement will apply. The shares to be allocated may either be treasury shares, in accordance with Article 49(3) of Law 4548/2018, or newly issued shares from the capitalization of retained earnings, distributable reserves, or share premium reserves.

The nominal value of the shares to be allocated will not exceed 1/10 of the Company's paid-up share capital as of the date of the General Meeting's decision. The allocated shares will be common registered shares with voting rights and will incorporate all the rights provided by law and the Company's Articles of Association.

This is considered as a voluntary benefit that is paid at the Company's discretion reserving its right to revoke, amend, or abolish at any time, while the exercise of the revocation right of the company does not affect any vested rights.

The General Meeting of Shareholders authorized the Board of Directors to specify the criteria for the allocation of the above Performance Stock Awards, such as determining the beneficiaries as well as any other special conditions of distribution for the implementation.

ITEM 10: Approval of a share buyback program (Share Buyback Program), in accordance with Article 49 of Law 4548/2018.

The General Shareholders Meeting approved a share buyback program to repurchase its own shares, pursuant to provisions of article 49 of L. 4548/2018, in accordance with the provisions of Regulation (EU) 596/2014 and delegated Regulation (EU) 2016/1052.

The maximum number of Company shares to be repurchased will not exceed the 10% of the share capital of the Company, within a period of 24 months from the date of the relevant decision of the General Shareholders Meeting, with the price range to be set from €1 (minimum price) to €20 (maximum price) per share. It is noted that the acquisition of shares, including the own shares that the Company has already acquired and holds, and the shares that any person previously acquired on behalf of the company, may not result in a reduction in equity in an amount less than the one defined in article 159, par. 1 pf Law 4548/2018.

The own shares that the Company holds at any given time are intended for any purpose and use permitted by and in compliance with the law (including, indicatively but without limitation, reduction of share capital and cancellation, or/and distribution to personnel or/and members of the management of the Company or/and of any affiliated company).

It is noted that following the approval of the above - mentioned share buyback program, the previous share buyback program approved by the Annual General Meeting on 26.07.2023 shall cease to be valid.

Moreover, the General Meeting authorized the Board of Directors to take any actions required for the proper implementation of the above decision.

ITEM 11: Other issues and announcements

No other issues discussed.

The Voting results of the Annual General Shareholders Meeting are presented in the following page.

VOTING RESULTS OF THE ANNUAL GENERAL MEETING OF THE SHAREHOLDERS

		Participations		Votes In Favor		Votes Against		Abstain
No.	Items of Agenda	Valid votes / % of share capital		Valid votes / % participation valid votes		Valid votes / % participation valid votes		Valid votes / % participation valid votes
1	Submission and approval of the Annual Financial Statements (including the Annual Consolidated Financial Statements) for the fiscal year 2024 (01.01.2024-31.12.2024), drafted in accordance with International Financial Reporting Standards, along with the Annual Report of the Board of Directors including the Sustainability Report and the Auditors' Report.	65.003.489	72,75%	64.982.547	99,97%	19.792	0,03%	1.150	0,00%
2	Approval of the distribution of the net profits for fiscal year 2024, distribu-tion of dividend to shareholders and payment of remuneration to members of the Board of Directors for fiscal year 2024.	65.003.489	72,75%	65.002.289	100,00%	5 0	0,00%	1.150	0,00%
3	Approval of the overall management of the Company by the Board of Direc-tors, pursuant to article 108 of L. 4548/2018 and discharge of Chartered Auditors from any liability for the fiscal year 2024, pursuant to article 117 par.1 case (c) of L. 4548/2018.	65.003.489	72,75%	64.944.074	99,91%	58.265	0,09%	1.150	0,00%
4	Election of Certified Auditors (regular and substitute) for the audit of the Annual Financial Statements (including the Annual Consolidated Financial Statements) for the fiscal year 2025 (01.01.2025 – 31.12.2025) and the pro-vision of limited assurance on the submission of the Sustainability Report and approval of their remuneration.	65.003.489	72,75%	64.950.065	99,92%	23.215	0,04%	30.209	0,05%
5	Submission for discussion and voting of the Remuneration Report for Board of Directors' members for fiscal year 2024, in accordance with article 112 of L.4548/2018.	65.003.489	72,75%	61.422.356	94,49%	3.427.983	5,27%	153.150	0,24%
6	. Submission of the Annual Report of the Audit Committee for the fiscal year 2024.	The item was not subject to voting.
7	. Submission of the Report of Independent Non-Executive Members of the Board of Directors according to article 9 par. 5 of L. 4706/2020.	The item was not subject to voting.
8	Permission, in accordance with article 98 par. 1 of L. 4548/2018, to the Members of the Board of Directors of the Company and other senior execu-tives to participate in the Board of Directors or to provide their managerial services to the Subsidiaries of the Company.	65.003.489	72,75%	65.001.318	100,00%	1.021	0,00%	1.150	0,00%
9	Amendment of the terms of the Performance Stock Awards program dated 26.07.2023, in accordance with Article 114 of Law 4548/2018, for senior executives and other company personnel. Granting authorization to the Board of Directors to determine the specific terms of allocation.	65.003.489	72,75%	61.298.603	94,30%	3.703.736	5,70%	1.150	0,00%
	10. Approval of a share buyback program (Share Buyback Program), in accord-ance with Article 49 of Law 4548/2018.	65.003.489	72,75%	64.987.977	99,98%	727	0,00%	14.785	0,02%
	11. Other issues and announcements.	The item was not subject to voting.

Notes

Number of shares outstanding:	90.167.100
Less: treasury stock	819.500
Number of shares (for calculating quorum):	89.347.600

Spata, April 29th, 2025