AEGEAN AIRLINES S.A.
Decisions of the General Shareholders Meeting
Aegean Airlines announces that the Annual General Shareholders Meeting of the Company that took place on June 12 2008 at 13.00 at its registered offices in Kifissia (31, Viltanioti str.), was attended by 31 shareholders or shareholders' representatives, representing 53,826,819 common registered shares out of 71,417,100 total shares outstanding, or 75.37% of the company's share capital and the following decisions were taken:
1. Submitted and approved the Annual Financial Statements and Annual Consolidated Financial Statements of the fiscal year 2007 (1.1.2007 - 31.12.2007), prepared by the Company, based on the International Financing Reporting Standards, along with the relative Management Report of the Board of Directors and the Audit Report of the Certified Auditors - appropriation of profits.
2. Approved the decrease of the Company's share capital by the amount of 60,704,535.00 for the purpose of offsetting damages, by decreasing the nominal value of the Company's shares from 1.5 euro per share to 0.65 euro per share - amendment of article 3 of the Company's Articles (share capital) - codification of the Company's Articles.
3. Approved the resolution of the Company's Board of Directors to amend the time schedule for the allocation of IPO proceeds, as included in the Company's prospectus dated 6.6.2007 in relation to the introduction of its shares into the Athens Stock Exchange Market.
4. Released the Board of Directors and the Auditors from any liability regarding their activities during the fiscal year 2007 (1.1.2007 - 31.12.2007).
5. Elected Grant Thornton as Certified Auditors for the fiscal year 2008 (1.1.2008 - 31.12.2008) and the Board of Directors was authorised to determine their remuneration.
6. Approved the remuneration paid to members of the Board of Directors during the fiscal year 2007 (1.1.2007 - 31.12.2007) and pre-approved the remuneration of the members of the Board of Directors for the fiscal year 2008 (1.1.2008 - 31.12.2008).
7. Approved the amendment, supplementation, abolition and renumbering of provisions of the Company's Articles (regarding article 3, par. 2 (e), par. 4 & par. 5, article 4, par. 2 & 3, article 6, par. 1, article 7, par. 3, articles 9, 13, 14, 17 par. 2, 4, 6 (c), (d) & (e), articles 19, 24 and 26 (b), for the purpose of complying with the provisions of L. 3604/2007 by virtue of which C.L. 2190/1920 was reformed - amendment of article 10 par. 2 of the Articles of Association - codification of Company's Articles in a new uniform text.
8. Approved the scheme for the acquisition of own shares in accordance with article 16 of C.L. 2190/1920. More specifically it was approved the possibility to acquire own shares up to a percentage of 10% of the company's share capital (ie. 7,141,710 shares) within the 12.6.2008 - 11.6.2010 period, with a minimum price of 3.5 euros per share and a maximum price of 7.5 euros per share. The acquisition of own shares will take place with the Board of Directors responsibility and will refer to shares already paid in full.
9. Approved the election of a new Board Member, replacing a member who resigned. More specifically, according to the resolution of 27.7.2007 of the Company's Board according to which the resignation of Mr. Georgios Vassilakis was accepted, Mr. Antonios Symigdalas was elected as new executive Board member according to article 3 of L. 3016/2002 until the end of the term of the current Board.
All aforementioned decisions were taken by the general assembly unanimously except for the decision of items 1 and 7 which were taken by majority of votes.
1. Submitted and approved the Annual Financial Statements and Annual Consolidated Financial Statements of the fiscal year 2007 (1.1.2007 - 31.12.2007), prepared by the Company, based on the International Financing Reporting Standards, along with the relative Management Report of the Board of Directors and the Audit Report of the Certified Auditors - appropriation of profits.
2. Approved the decrease of the Company's share capital by the amount of 60,704,535.00 for the purpose of offsetting damages, by decreasing the nominal value of the Company's shares from 1.5 euro per share to 0.65 euro per share - amendment of article 3 of the Company's Articles (share capital) - codification of the Company's Articles.
3. Approved the resolution of the Company's Board of Directors to amend the time schedule for the allocation of IPO proceeds, as included in the Company's prospectus dated 6.6.2007 in relation to the introduction of its shares into the Athens Stock Exchange Market.
4. Released the Board of Directors and the Auditors from any liability regarding their activities during the fiscal year 2007 (1.1.2007 - 31.12.2007).
5. Elected Grant Thornton as Certified Auditors for the fiscal year 2008 (1.1.2008 - 31.12.2008) and the Board of Directors was authorised to determine their remuneration.
6. Approved the remuneration paid to members of the Board of Directors during the fiscal year 2007 (1.1.2007 - 31.12.2007) and pre-approved the remuneration of the members of the Board of Directors for the fiscal year 2008 (1.1.2008 - 31.12.2008).
7. Approved the amendment, supplementation, abolition and renumbering of provisions of the Company's Articles (regarding article 3, par. 2 (e), par. 4 & par. 5, article 4, par. 2 & 3, article 6, par. 1, article 7, par. 3, articles 9, 13, 14, 17 par. 2, 4, 6 (c), (d) & (e), articles 19, 24 and 26 (b), for the purpose of complying with the provisions of L. 3604/2007 by virtue of which C.L. 2190/1920 was reformed - amendment of article 10 par. 2 of the Articles of Association - codification of Company's Articles in a new uniform text.
8. Approved the scheme for the acquisition of own shares in accordance with article 16 of C.L. 2190/1920. More specifically it was approved the possibility to acquire own shares up to a percentage of 10% of the company's share capital (ie. 7,141,710 shares) within the 12.6.2008 - 11.6.2010 period, with a minimum price of 3.5 euros per share and a maximum price of 7.5 euros per share. The acquisition of own shares will take place with the Board of Directors responsibility and will refer to shares already paid in full.
9. Approved the election of a new Board Member, replacing a member who resigned. More specifically, according to the resolution of 27.7.2007 of the Company's Board according to which the resignation of Mr. Georgios Vassilakis was accepted, Mr. Antonios Symigdalas was elected as new executive Board member according to article 3 of L. 3016/2002 until the end of the term of the current Board.
All aforementioned decisions were taken by the general assembly unanimously except for the decision of items 1 and 7 which were taken by majority of votes.