Aegean Airlines SA

Lobbying Governance

AI Extracted Evidence Snippet Source

The Internal Operation Regulation was revised as per the 14.07.2021 decision of the Board of Directors and has the minimum content referred to in Article 6 of L. 3016/2002, as currently in force, and is in accordance with the corporate governance statement and the Corporate Governance Code, adopted and applied by AEGEAN. The Internal Regulation of Operation includes the following: [...] Privileged Information Management and Public Information Policy [...] Policy & Procedure for the Periodic Evaluation of the Internal Control System [...] Related Party Management Policy [...] Policy and Procedure of adequate and effective shareholder engagement mechanisms [...] Whistleblowing Policy [...] Risk Management Policy [...] Organizational Health & Safety Policy [...] Environmental Policy [...]" [...] "The Internal Audit System is defined as the set of internal control mechanisms and procedures, including risk management, internal control and regulatory compliance, which covers on a continuous basis every activity of the Company and contributes to its safe and efficient operation. **Aims:** The Internal Control Audit System aims at the following objectives: a) consistent implementation of the business strategy, with the efficient use of available resources; b) identification and management of business and operational risks; c) efficient operation of the internal audit department; d) ensuring the completeness and reliability of the data and information required for the accurate and timely determination of the financial situation and the preparation of reliable financial statements, as well as the non-financial situation, in accordance with article 151 of law 4548/2018, e) compliance with the regulatory and legislative framework, as well as company regulations; f) supervision of the activity of the Company's Executives, g) control of the transactions carried out by executives and associates of the Company on the Company's shares; h) control of the circulation of the Company's information, i) ensuring the perfect and effective organization and operation of the Company, in accordance with these Internal Rules of Operation and the decisions of the Management. **Internal Control Instruments** The following instruments are provided for the performance of effective internal control: Audit Committee, which consists of at least three (3) members and is either an independent Committee or a Committee of the Board of Directors of the Company. It consists of non-executive members of the Board of Directors and members that from the General Assembly of the Company's Shareholders. Internal Audit, composing of members who exclusively conduct Internal Audit Risk Management and Regulatory Compliance." [...] "The Company has an Internal Audit department, which is an independent, objective and consulting activity, designed to add value and improve the operations of the organization. It supports the Company in achieving its goals, by offering a systematic approach to assessing and improving the effectiveness of risk management, internal control systems and corporate governance. The Internal Audit department monitors the accurate implementation of the legislation, the monitoring of the Company's Articles of Association and all its policies and procedures. The Director of the Internal Audit department develops and maintains a relevant manual of procedures, which covers all aspects of the activities of the Internal Audit and constantly monitors its effectiveness. The internal auditors are independent in the execution of their work, are not hierarchically subordinated to any other service unit of the Company and are supervised by the Audit Committee. The Internal Audit department of the Company is an independent organizational unit, which reports to the Board of Directors and the Audit Committee, in accordance with the Articles of Association of the Internal Audit department and the Internal Rules of Operation of the Company. Specifically, in accordance with the relevant provisions of these texts, the Board of Directors, through the Audit Committee of the Company, is informed at least on a quarterly basis about the internal audit performed, by submitting reports which refer to the individual internal audit procedures and actions, as well as its findings. The internal auditor of the Company has been appointed by the Board of Directors and is employed full-time. A member of the Board of Directors, or executives or relatives of the above, up to the second degree by blood or by marriage, cannot be appointed as an internal auditor. The Company is obliged to inform the Hellenic Capital Market Commission of any change in the persons or the organization of the internal audit within ten (10) working days from this change. In the performance of their duties, the internal auditors are entitled to be aware of any documents that are absolutely necessary for the performance of the audit. The members of the Board of Directors must cooperate and provide information to the Internal Audit department and the Audit Committee and generally facilitate their work in any way. The management of the Company, as it should, provides them with all the necessary means to facilitate their work. It is noted that the provisions of the "Articles of Association of the Internal Audit" of April 2021 do not conflict with the provisions of the Rules of Procedure of the Audit Committee, which were approved by the decision of the Board of Directors of 25.10.2018, amended by 22.04.2019 decision of the Board of Directors, were further updated with the decision of the Board of Directors dated 18.02.2021 and finally amended with the decision of the Board of Directors dated 14.7.2021.

https://en.about.aegeanair.com/-/media/AboutAegean/IR/IR_Annual_Reports/ENG_AEGEAN_ANNUAL_REPORT_2022_F8-170723.pdf?forceDownload=1

On 5 February 2021 with the law 4772/2021 article 30 (Government Gazette vol. A' 17/05.02.2021) the Greek Parliament approved a state aid plan in the form of a direct grant in favor of Aegean of €120m to compensate the airline for damages suffered due to travel restrictions implemented in the EU to contain the spread of the coronavirus. The disbursement of the State Aid is subject to the Company completing a share capital increase through which it will raise funds of a minimum amount of €60,000,000, while, in parallel, the Greek state shall receive without consideration warrants of the Company. Warrants received by the HR would give the right for the acquisition of shares representing 11.5% of the Company's common shares post share capital increase. The strike price will be equal to the price that investors shall be offered new shares upon the capital increase. [...] On 12 March 2021, pursuant to the Board of Directors decision an Extraordinary General Meeting was convened. The Shareholders Meeting discussed and resolved on all items of the agenda as follows: 1) Granting of power to the Board of Directors of the Company to increase the share capital of the Company and restrict or abolish the pre-emption right of the Company's shareholders, by virtue of articles 24 par. 1(b) and 27 par. 4 of Law 4548/2018, that shall also be used for the purposes of article 30 of Law 4772/2021 to raise the funds provided therein of a minimum amount of €60,000,000 2) Granting of power to the Board of Directors of the Company, in accordance with articles 56 par. 2, 24 par. 1(b) and 27 par. 4 of Law 4548/2018, for the issue of share warrants, in accordance with article 56 of Law 4548/2018, and disposal of them to the Hellenic Republic with abolition of the pre-emption right of the Company's shareholders, in accordance with the provisions of article 30 of Law 4772/2021. 3) Amendment of articles 3, 8, 15 and 19 of the Articles of Association of the Company. [...] On 30 March 2021 a Bondholders' meeting of the common bond loan amounting to €200,000,000, issued in March 2020 was convened, pursuant to the Board of Directors invitation. The Bondholder's approved the amendments to the Common Bond Loan Programme and authorize the Bondholder's Agent to sign an agreement amending the Common Bond Loan. In particular, the amendments to the Common Bond Loan Programme aim to: 1) Adjust the period over which financial covenants are calculated, with a reporting date from 30.06.2022 and until Common Bond Loan maturity, provided that by 30.04.2021 the Company will commit €10.8 million in favour of the bondholders in the DSRA Pledged Account and proceed to a share capital increase by raising funds of at least €60 million and receives State Aid amounting to €120 million by 30.09.2021. 2) Change the use of 14% of the net proceeds raised by the Common Bond Loan, to be used by 31.12.2021 as working capital, 3) Amend and replace the term Existing Loan Obligation with the term Permitted Loan Obligation with regards to refinancing and/or the final repayment or prepayment of any Permitted Loan Obligation with excess proceeds, and also the extend the possibility for the Company and the Group Companies to receive new loans to cover their working capital needs, not only in the form of credit agreements or in combination with an open overdraft account, but also through other types of agreements 4) Certain amendments to the terms of the CBL Programme relating to the process of the Bondholders' Meeting, for the purpose of adapting to the new circumstances created due to the COVID-19 coronavirus pandemic 5) Replace the denominator of the financial covenant "Earnings before Taxes, Interest and Depreciation / Net Financial Results" with the term "Net Interest Expenses".

https://en.about.aegeanair.com/-/media/AboutAegean/IR/IR_Annual_Reports/2021/ENG_AEGEAN_ANNUAL_REPORT_2020.pdf?forceDownload=1