AerCap N : AGM 2025 Meeting Minutes

Published: 2025-06-25 09:24:51 ET AER

Published on 06/25/2025 at 09:24

Opening

The Chairman, Mr. Paul Dacier opened the annual general meeting of shareholders (the "AGM") of AerCap Holdings N.V. (the "Company").

The Chairman introduced:

Ms. Victoria Jarman, who has been nominated for appointment as non-executive director;

Mr. Aengus Kelly, our Chief Executive Officer and member of the Com-pany's board of directors (the "Board");

Mr. Peter Juhas, our Chief Financial Officer;

Mr. Paul van der Bijl and Ms. Leanne Meurs from NautaDutilh, our Dutch legal counsel and member of the Proxy Committee;

Mr. Maarten Kooyman and Mr. Jeroen Groenendal, auditors at KPMG Accountants N.V., our Dutch audit firm;

Mr. Risteard Sheridan, our Company Secretary, who is appointed as the secretary of this meeting.

The Chairman stated for the record that the meeting had been convened with due observance of all legal and statutory provisions.

The Chairman recorded that approximately 82% of the issued and outstanding share capital of the Company was represented at the meeting, that no shareholder was present in person at the AGM (other than Directors and officers of the Company), and that valid resolutions may be passed by an absolute majority of the votes cast for all voting items on the agenda. The Chairman noted that, for each voting item on the agenda, Mr. Van der Bijl, member of the Company's Proxy Committee, should cast the votes in accordance with the voting instructions granted to him, after which the Chairman will determine whether the proposed item is adopted. No objections or questions were raised with respect to this method of voting.

Report of the Board of Directors for the 2024 financial year

The Chairman introduced the next item on the agenda, which is a non-voting item relating to the report of the Board for the 2024 financial year. The Chairman thanked the Board and all employees of the Company for their efforts and the strong results of the Company in 2024. Mr. Kelly and Mr. Juhas briefly highlighted the Company's performance for the financial year 2024.

After the presentation by Mr. Juhas, Mr. Kooyman briefly elaborated on the outcome on the external audit for the financial year 2024.

The Chairman thanked Mr. Kooyman for the report and gave the opportunity to discuss or ask questions regarding this agenda item.

The Chairman concluded this agenda item.

Adoption of the annual accounts for the 2024 financial year

The Chairman introduced the next item on the agenda, which is the proposal to adopt the annual accounts for the financial year 2024.

The Chairman put the proposal to a vote and recorded that the majority of the votes (99.7%) had been cast in favour of the proposal and that the proposal had been adopted. The Chairman concluded this agenda item.

Reservation and dividend policy

The Chairman noted that the next item on the agenda is a non-voting item relating to the reservation and dividend policy of the Company and he referred to the explanation to the agenda for further details.

The Chairman concluded this agenda item.

Release of liability of the directors with respect to their management during the 2024 financial year

The Chairman introduced the next item on the agenda, which is the release of liability of the directors in respect of their management during the financial year 2024.

The Chairman put the proposal to a vote and recorded that the majority of the votes (67.2%) had been cast in favour of the proposal and that the proposal had been adopted. The Chairman concluded this agenda item.

Director (re-)appointments

The Chairman stated that the next item on the agenda concerns the proposals for director (re-)appointments. It is proposed to re-appoint the Company's Chief Executive Officer, Mr. Aengus Kelly, as executive director of the Company and to reappoint Mr. Paul Dacier, Mr. James Lawrence, Mr. Michael Walsh and Ms. Jennifer VanBelle as non-executive directors of the Company. It is furthermore proposed to appoint Ms. Victoria Jarman as non-executive director of the Company.

The Chairman gave the floor to Ms. Victoria Jarman in order to introduce herself.

After Ms. Victoria Jarman's introduction, the Chairman noted that the proposals for appointment and re-appointment are addressed and put to vote as separate voting items.

6a. Re-appointment of the Company's Chief Executive Officer, Mr. Aengus Kelly, as executive director for a period of four years

The Chairman stated that it is proposed to re-appoint the Company's Chief Executive Officer, Mr. Aengus Kelly, as executive director for a period of four years. The re-appointment, if this proposal is adopted, takes effect from the end of his current term, will end at the close of our 2030 annual general meeting of shareholders and will provide for the proposed compensation package as outlined.

The Chairman put the proposal to a vote and recorded that the majority of the votes (95.2%) had been cast in favour of the proposal and that the proposal had been adopted. The Chairman concluded this agenda item.

6b. Re-appointment of Mr. Paul Dacier as non-executive director for a period of four years.

The Chairman stated that it is proposed to re-appoint Mr. Paul Dacier as non-executive director for a period of four years. The re-appointment, if this proposal is adopted, takes immediate effect and will end at the close of our 2029 annual general meeting of shareholders.

The Chairman put the proposal to a vote and recorded that the majority of the votes (64.3%) had been cast in favour of the proposal and that the proposal had been adopted. The Chairman concluded this agenda item.

6c. Re-appointment of Mr. James Lawrence as non-executive director for a period of two years.

The Chairman stated that it is proposed to re-appoint Mr. James Lawrence as non-executive director for a period of two years. The re-appointment, if this proposal is adopted, takes immediate effect and will end at the close of our 2027 annual general meeting of shareholders.

The Chairman put the proposal to a vote and recorded that the majority of the votes (99.8%) had been cast in favour of the proposal and that the proposal had been adopted. The Chairman concluded this agenda item.

6d. Re-appointment of Mr. Michael Walsh as non-executive director for a period of two years.

The Chairman stated that it is proposed to re-appoint Mr. Michael Walsh as non-

executive director for a period of two years. The re-appointment, if this proposal is adopted, takes immediate effect and will end at the close of our 2027 annual general meeting of shareholders.

The Chairman put the proposal to a vote and recorded that the majority of the votes (95.1%) had been cast in favour of the proposal and that the proposal had been adopted. The Chairman concluded this agenda item.

6e. Re-appointment of Ms. Jennifer VanBelle as non-executive director for a period of four years.

The Chairman stated that it is proposed to re-appoint Ms. Jennifer VanBelle as non-executive director for a period of four years. The re-appointment, if this proposal is adopted, takes immediate effect and will end at the close of our 2029 annual general meeting of shareholders.

The Chairman put the proposal to a vote and recorded that the majority of the votes (94.9%) had been cast in favour of the proposal and that the proposal had been adopted. The Chairman concluded this agenda item.

6f. Appointment of Ms. Victoria Jarman as non-executive director for a period of four years.

The Chairman stated that it is proposed to appoint Ms. Victoria Jarman as non-executive director for a period of four years. The appointment, if this proposal is adopted, takes immediate effect and will end at the close of our 2029 annual general meeting of shareholders.

The Chairman put the proposal to a vote and recorded that the majority of the votes (99.6%) had been cast in favour of the proposal and that the proposal had been adopted. The Chairman concluded this agenda item.

Appointment of Mr. Peter L. Juhas as the person referred to in article 16, paragraph 8 of the Company's articles of association.

The Chairman introduced the next item on the agenda, which is the appointment of Mr. Peter L. Juhas, the Chief Financial Officer of the Company, as the person being temporarily responsible for the management of the Company in case all members of the Board are prevented from acting, or are permanently absent, in accordance with article 16 paragraph 8 of the Company's articles of association.

The Chairman put the proposal to a vote and recorded that the majority of the votes (99.8%) had been cast in favour of the proposal and that the proposal had been adopted. The Chairman concluded this agenda item.

Appointment of KPMG Accountants N.V. for the audit of the Company's annual accounts.

The Chairman introduced the next item on the agenda, which is the proposal to appoint KPMG Accountants N.V. as the registered accountant of the Company for the audit of the Company's annual accounts for the fiscal years ending 31 December 2025.

The Chairman put the proposal to a vote and recorded that the majority of the votes (99.9%) had been cast in favour of the proposal and that the proposal had been adopted. The Chairman concluded this agenda item.

(a) Authorization of the Board of Directors to issue shares and to grant rights to subscribe for shares

(b) Authorization of the Board of Directors to limit or exclude pre-emptive rights in relation to agenda item 9(a)

The Chairman stated that the ninth item on the agenda concerns the proposals to authorize the Board to issue shares and to grant rights to subscribe for shares and to limit or exclude pre-emptive rights in relation thereto.

The Chairman stated that, if approved, the authorization proposed under agenda item 9(a) will together allow the Board to resolve upon the issuance of shares in the capital of the Company, and the granting of rights to subscribe for shares in the capital of the Company, up to ten percent (10%) of the Company's issued share capital, subject to the conditions set forth in the explanation to the agenda and for a period of eighteen (18) months, starting from the date of this meeting. The Chairman stated that, if approved, the authorization proposed under agenda item 9(b) will allow the Board to limit or exclude pre-emptive rights in respect of any issue of shares or granting of rights to subscribe for shares pursuant to agenda item 9(a) for a period of eighteen (18) months, starting from the date of this meeting. The Chairman referred to the explanation to the agenda for further details.

The Chairman put the proposal to a vote as separate voting items and recorded that the majority of the votes (99.7% in each case) had been cast in favour of each of the proposals and that each of the proposals had been adopted. The Chairman concluded these agenda items.

(a) Authorization of the Board of Directors to repurchase shares

(b) Conditional authorization of the Board of Directors to repurchase additional shares

The Chairman stated that the next item on the agenda concerns the proposals to

(a) authorize the Board of Directors to repurchase shares and (b) conditionally authorize the Board of Directors to repurchase additional shares.

Disclaimer

AerCap Holdings NV published this content on June 25, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on June 25, 2025 at 13:23 UTC.