R R/A A. Appointment / Change of Board Members A As per (i) by-laws, and (ii) shareholders' agreement R A A

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1 Governance ppendix I - Governance VPs Chiefs Committee Shareholder emarks Policies and Procedures Establishing /mendments of policies for all functional areas I ll policies should be recommended by the respective Chiefs and VP's. ll new policies should be reviewed by Legal to ensure necessary requirements. Developing / mendments of Functional Standard Operating Procedures and Processes ("SOPs" including any work instruction or equivalent) I Excluding flight operating documents which have their own regulatory framework Business Continuity and Disaster ecovery Plan Governance and Committees Formation / Dissolution of Committees and approval of respective Terms of eference / Shareholders competent for changes to by-laws provisions related to commitees. competent for other decisions relating to committees not affecting by-laws provisions Formation / Dissolution of Management Committees and approval of respective Terms of eference ppointment / Change of Members s per (i) by-laws, and (ii) shareholders' agreement ppointment of Members at Subsidiary Companies ppointment of attorneys and granting them Power of ttorney or evoking Power of ttorney approach may be required in cases where the granting of powers falls within reserved matters or exceeding powers delegated to Corporate Strategy Corporate Strategic Plan (Development and Modification of any elements affecting the strategic plan) I On recommendation of. Involvement of committee TBD Implementation and distribution of Departmental KPIs and Targets across each level in the respective Departments Chiefs and VPs. Divisional Key Performance Indicators ("KPIs") and Targets Financial targets need to be recommended by the Chief Financial Officer ("") and H targets need to be recommended by the Chief People and performance Officer (CPPO) Establishment of Legal Entities /Closure of Legal Entities

2 Governance ppendix I - Governance VPs Chiefs Committee Shareholder emarks Opening and Closing of Outstation Branch / epresentative Offices Starting New routes/discontinuance of existing routes Business Case Proposal to be recommended by Commercial Executive Director and. must be informed in advance of implementation. cquisition of shares in other companies Investment in Joint Ventures ppointment of uditors and pproval of nnual ccounts ppointment of External uditors (udit Committee) ppointment of VP of Internal udit pproval and doption of nnual ccounts pproval of Internal udit Plan (CPPO) (udit Committee) (udit Committee) [ (udit Committee, if any)) Corporate Communication Internal Company - wide Communication / Circulars / Notices External eporting or Formal Communications to Press or nnouncement on Corporate Decisions egular regulatory reporting which is routine in nature must be approved by respective hiefs / VPs. Legend I pprove ecommend Initiate

3 Business Plan and Budgets ppendix II - Business Plan and Budgets VPs Chiefs Commitee emarks Business Plan pproval of annual corporate business plan ("Business Plan") Modification of Business Plan pproval of periodic review and forecasting against the Business Plan submitted to the reviews the forecasting and performance against the Business Plan before submission to the. nnual Budget Developing Budgeting Guidelines (VP Financial Controlling) () pproval of annual corporate budget ("Budget") I () should review and recommend the Budgets for approval to the evision of Budget (VP Financial Controlling) ( if annual cumulative impact is less than Euro 1 ) ( if annual cumulative impact is less than Euro 2 ) above Euro 2 Inter ccount Budget Transfer within the same Department / Function In line with Budget Policy Inter Departmental Budget Transfers () In line with Budget Policy Periodic Budget Performance eporting submitted to the () approves the forecasting and performance against the annual Business Plan/Budget before submission to the Legend I pprove ecommend Initiate

4 Procurement and Contract Management ppendix III - Procurement & Contract Management VPs' first reports VPs Chiefs Tender emarks Note: ll procurement has to be in line with Procurement Manual Tendering ll contracts / agreements (expense & revenue) with value greater than Euro 50,000 shall follow the Tender process as defined in the Procurement Manual. In Budget Procurement equest/scope of work ("SOW") / ExtraBudget Procurement equest/scope of work ("SOW") Jointly with Bidders List pproval for Tender or Single Source allowed by Procurement Manual Compilation of the bidders list must be in line with the Procurement Manual Bidder pproval for Single Source NOT allowed by Procurement Manual Single Source Bidder to be justified and approved by Tender on recommendation for all contracts/agreements (expense & revenue) with value grater than Euro 50,000. Compilation of the Single Source Bidder for contracts and agreement must be in line with the Procurement Manual Terms of payment (DPO) (finance Proposal) Issuing the FP Supplier Selection (1) pproval Below Euro 50,000 (Procurement Managers) Finance Director prepares for the terms of payment to be applied to the different categories of suppliers (DPO) Tenders pproval below Euro 50,000 must follow the process defined in the Procurement Manual.

5 Procurement and Contract Management ppendix III - Procurement & Contract Management VPs' first reports VPs Chiefs Tender emarks Supplier Selection (2) pproval Between Euro 50,000 and Euro 500,000 / (Procurement Managers, jointly with line managers) Line VP and VP Procurement Supplier Selection (3) pproval bove Euro 500,000 Tender pproval above Euro 500,000 shall be finally approved by Tender upon recommendation of user departments Chief as defined in the Procurement Manual. If a tender selection process involves an amount of over Euro 1,000,000, then delegated representatives are not acceptable. espective Chiefs should attend such selection process. Signing of Expense Contracts (ll contracts other than mentioned below) Signing of Fuel contracts VP Procurement up to Euro 3 VP Procurement up to Euro 3 Up to Euro 15 Up to Euro 50 Up to Euro 30 Up to Euro 250 Million joint with the bove Euro 30 Million bove Euro 250 Please refer to notes below. (ll signatures should be within the approved budgetary requirements). rate contract is a contract where the contract amount depends on utilisation and includes contracts for the following services: ground handling, catering and other direct operating costs dependant on activity utilisation. Signing of Expense Contracts (ate Contracts) VP Procurement up to Euro 3 Up to Euro 15 bove Euro 35 (1) Jointly with the Euro 70 bove Euro 70 (2) (1) pplicable only if there is a right for the Company to terminate the contract for convenience at any time by giving at least 90 days notice without penalty. (Note: The can sign a rate contract below Euro 35 without lock-in period). (2) pplicable in all other cases Signing of evenue Contracts Signing of Contracts/greements - Special uthorities Codeshare and Partnerships Frequent Flyer Partnerships Consignment Goods (e.g. Duty Free contracts) Up to Euro 3 Up to Euro 15 Executive Commercial bove Euro 15 should be notified on contracts above Euro 15.

6 Procurement and Contract Management ppendix III - Procurement & Contract Management VPs' first reports VPs Chiefs Tender emarks Barter greements ny Barter agreement should be treated the same as cash agreements and subject to the same authority levels gency Incentive Contracts (example GS) Executive Commercial and pproval of contract would be provided by and Executive Commercial Director as long as within overall approved budged incentive percentage. Country Manager would sign the contracts. Legal review shall be in accordance with Legal Departments SOP. Delivery Orders pproval of Delivery Order for Contractual obligations (Non-rate based) Up to Euro 5 From Euro 5 to Euro 10 bove Euro 10 Please refer to notes below. (ll signatures should be within the approved budgetary requirements). Invoices Invoices where Purchase Order raised Paid after three way matching - Invoice to purchase order and goods receipt note Invoices for Contractual obligations (Non rate based) / Up to Euro 10 From Euro 10 to Euro 50 bove Euro 50 Contract Variation Up to 10% of the value of the contract/rate (in case of rate contracts) Greater than 10% of the value of the contract/rate (in case of rate contracts) uthorised as per contract signing authorities Treated as a new contract variation, regardless of its amount, reducing the approved contract value and thus bringing down the contract from a higher authority level to a lower authority level, shall be authorised at the higher authority level. If the overall estimated cumulative contract value is not altered after executing the variation then this variation is considered as having no monetary impact and is categorized as a "Nil Value" variation. Nil Value variations should be authorized by the user Director provided not being a Contract dministrator of the subject contract. Change in terms and conditions of the contract without any impact on the contract value uthorised as per contract signing authorities Contract enewals pproval for renewing contracts Contract Termination (prior to completion of work or services) pproval for terminating Contracts Claims and Disputes Treated as a new contract uthorised as per contract signing authorities

7 ppendix III - Procurement & Contract Management VPs' first reports VPs Chiefs Tender emarks pproval/decision for taking Legal ction pproval for transferring cases to external Legal Counsel pproval for payment of all claims against Company made by third parties, excluding lost baggage claims pproval for waiver of claims against third parties (reduction in revenue or inward compensation) Baggage Claims Cargo Claims Denied ing Compensation (rea Manager) (rea Manager) (Station Manager) (Legal) Jointly with (Legal) Jointly with Up to Euro 200,000 (Legal) Jointly with Up to Euro 200,000 (Legal) Jointly with Unlimited Unlimited Up to Euro 15 Up to Euro 15 bove Euro 15 bove Euro 15 The Director of Legal shall consult with the as necessary. Quarterly updates of litigation to udit Committee. Value Limits governed by baggage claims policy document. Value Limits governed by cargo claims policy document. Value Limits governed by denied boarding compensation document. * or Heads of Departments where there are no Directors according to the Organisation and Systemisation Notes: ll Contracts must be counter-signed by one of the executive directors listed in the business registery. ll contracts/agreements (expense and revenue) with value greater than Euro need to go through a tendering process as defined in the Procurement Manual. Tender Operates within the authority defined in its Terms of eference in Procurement the Manual. espective Executive Directors will ensure that the Procurement Manual is followed for tendering activities. Final Bidder list approval and selection of supplier should be as per the Company's policies and procedures as defined in the Procurement Manual. Waiver of any process should be as per the Company s tender requirement deviation policy as defined in the Procurement Manual. ll contract signing limits are based on the value of the contract to be determined taking into consideration the aggregate expenditure of the Company under the contract over the period of the contract, provided that: - If the contract has a definite term (with or without a minimum committed period), the aggregate expenditure to be incurred by the Company over the term of the contract shall be taken into consideration; - If the contract has indefinite duration (without a minimum committed period), the aggregate expenditure to be incurred by the Company during the first 36 months shall be taken into consideration to calculate the value; and - If the contract has indefinite duration (with minimum committed period), then the aggregate expenditure to be incurred over the minimum committed period plus any applicable notice period shall be taken into consideration ll contracts should be approved by Finance and Legal unless exemption has been sought on a case specific basis from Legal / Finance. Expenses should be approved within the budget. Legend I pprove ecommend Initiate

8 Capital Expenditure ppendix IV - Capital Expenditure and Leases VPs Chiefs emarks ll ssets except ircraft and Engine Purchases /Leases pproval for all assets except ircraft and Engine Purchases/leases Up to Euro 1 Up to Euro 10 () Up to Euro 6m (other Chiefs) Up to Euro 15 or up to Euro 30 if jointly signed with the Unlimited Chiefs / VPs can only approve expenditures (within the limits stated) appearing in their respective approved budgets. ** ircraft and Engine Purchases pproval of Fleet Plan (including modifications to the plan) ircraft and Engine Purchases ircraft Funding plan and Financing s ircraft and Engine Leases and Charters ll ircraft and Engine Leases (leasing from Third Parties) Up to Euro 10 Up to Euro 20 or up to Euro 50 if jointly signed with the Unlimited The authority limits of the are granted on the basis that the entire duration of the lease including any renewal period does not exceed more than 12 months. If the original contract period including any possible renewal exceeds 12 months, the lease needs to be submitted to the or the of Directors for approval in accordance with the approval limits of the. ircraft On Ground ("OG") Situations Up to Euro 1 (VP Technical) Up to Euro 3 (Chief Operations Officer) jointly with Up to Euro 5 Unlimited Under OG Situations the following are provided a special authoriy to commit the company to expenses involving OG recovery including but not limited to aircraft/engine related repairs and spares, freight, special handling. Immediate notification to of OG. ll Leases other than ircraft and Engine Leases pproval of leases other than ircraft and Engines up to Euro 2 milliuon Up to Euro 15 or up to Euro 30 if jointly signed with the Unlimited ircraft and Engine Leases to Third Parties ll ircraft and Engine Leases (leasing to Third Parties) up to Euro 2 milliuon Up to Euro 15 or up to Euro 30 if jointly signed with the Unlimited Legend pprove ecommend I Initiate ** - sset purchase, disposal and leasing for value above 30% of company total asset - value needs approval from ssembly (as per statute)

9 Financial ccounting ppendix V - Financial ccounting Functional epresentatives Heads VPs Chiefs emarks Provisioning and Write off's Stock and General Write-offs Up to Euro 300,000 Up to Euro 2 bove Euro 2 VP Financial eporting approval should also be obtained for transactions below Euro 100,000 & approval for transactions above Euro 100,000. Bad debt Write-offs Up to Euro 1 () Up to Euro 2 bove Euro 2 VP Financial eporting approval should also be obtained for transactions below Euro 100,000 & approval for transactions above Euro 100,000. Disposal of ssets ll ssets (Sale or disposal including scrapping) ** Up to Euro 2 () Up to Euro 5 bove Euro 5 Vice president Financial eporting, and Chief of user department approval should be obtained for all asset disposals including scrapping. ll disposals involving assets with an original cost price exceeding Euro 50,000 should follow the tender board process (refer PSM manual). Limits mentioned here relates to the Cost of sset. Debit and Credit Notes H.O Credit Notes Up to Euro 250,000 (Vice President Financial eporting) bove Euro 250,000 () Outstations Credit Notes Up to Euro 10,000 bove Euro 10,000 approved by Head Office Highest ranking Commercial Officer and highest ranking finance officer at the station. efund against unused revenue documents (as per value of the ticket) efunds should be as per ticket refund policy and procedure document. efunds against unused revenue documents originated at Stations are settled by issuing credit notes that are jointly signed by the highest ranking Commercial Officer of the Station and the highest ranking Financial Officer of the Station.(in line with ticketing conditions of fare). H.O Debit Notes espective Finance Managers. Outstations Debit Notes espective Finance Managers Debit notes against refunds will be authorised by highest ranking Finance staff at the station. Petty Cash and Corporate Credit Cards H.O uthorization for Petty Cash Petty cash vouchers are authorised by the budget owners of the originating departments. Payments under petty cash should not exceed Euro 100 per transaction.

10 ppendix V - Financial ccounting Functional epresentatives Heads VPs Chiefs emarks Outstations uthorization for Petty Cash Highest anking Commercial Officer at the Station. Payments under petty cash should not exceed Euro 200 per transaction. H.O Set up and Extension of Petty Cash Float mount (Head Finance) In the case of an emergency requirement for an increase in petty cash float amount, authorisation from any finance cheque signatory will be sufficient. (upto a maximum value of Euro 10,000). In line with Petty Cash Policy document. Notification in writing to Vice President of Financial eporting Outstations Extension of Petty Cash Float mount (Manager Outstation Finance at HO) In case of emergency (due to operational requirement), additional fund on a temporary basis may be granted by the Country Finance Manager based on the request from the concerned irport Manager/Duty Manager/Sales Manager. Issuance of Corporate Credit Cards Credit Management Granting Credit s per Finance Credit Policy Monitoring of corporate credit card issuance will be as per the Corporate Credit Policy. esponsibility will be with Head of Finance and ccounts eceivable. Legend pprove ecommend I Initiate * - sset purchase, disposal and leasing for value above 30% of company total asset - value needs approval from ssembly (as per statute)

11 Treasury and Financial isk Management ppendix VI - Treasury and Financial isk Management Functional epresentatives Heads VPs Chiefs emarks (efer to Notes Below) Investments/Placements Fixed Deposits and Structured Investments (Head Treasury and Head Finance) () Upto Euro 20 and Euro 50 jointly with the ; Up to Euro 250 jointly with (1) (Unlimited) ny two of the following can approve jointly: //Head-Treasury and Head Finance (No power to sub delegate). Borrowings / Facilities Long Term (Over 5 years) () (Unlimited) BoD approval required for all facilities Medium Term Borrowing Facilities and Drawdown on all Facilities (1-5 years) Jointly with (Unlimited) For all new facilities approval is required. For all renewals of facilities - and approval is required, whereas drawing on facilities requires and approvals jointly for all drawings up to the limit of the facility with a power to sub - delegate to respective treasury personnel. Waiver to existing committed facilities () (Unlimited) BoD approval required for waivers to existing committed lines relating to restructuring and default remediation Short Term and Temporary Facilities (Overdrafts, revolvers, trade finance - guarantees, LC and SBLC for airline operational purposes such as guarantees against leases, airport charges, landing and overflight rights. - valid for less than 1 year) including drawdowns on Facilities (Up to Euro 1 ) (Up to Euro 5 ) (Upto Euro 20 and Euro 50 jointly with the ) (Unlimited) pprove new and renewal of facilities - ny two of, and Head Treasury can approve according to limits as long as one signatory has sufficient limit. The authority for a second signature may be delegated by the to other GM's to ensure efficient execution, administration of daily activities. Bank payments/transactions Payments In ccordance with Bank Mandates Opening and Closing of Bank ccounts () or jointly. In addition, PO holder of any country can open the account(s) if the country regulations and laws require this.

12 ppendix VI - Treasury and Financial isk Management Functional epresentatives Heads VPs Chiefs emarks (efer to Notes Below) uthority to Operate bank accounts and manage signatories and systems - Nominate and remove signatories - Execute all mandate documents related to the accounts including documents governing the use of Internet/Electronic delivery Channels and Systems - Execute any undertakings, indemnities or other documents required by the bank for the bank accounts and/or banking facilities availed. (Head Treasury) () or jointly or Head - Treasury - Jointly by any two. to be invovled only if operations exceeds powers delegated to Bank Guarantees, LC, SBLC for non- airline operational requirements (Up to Euro 10 ) Up to Euro 25 joint with (Unlimited) Joint aggregate up to Euro 50 Notes : Individual Caps for further delegation should be decided by Management (1) - in the case of fuel and currency risk management Legend I pprove ecommend Initiate

13 Human esources ppendix VII - Human esources Functional epresentatives Heads VPs Chiefs Committee emarks Organisation Structure Changes to First or Second Organization Structure level ll organisation structures will be prepared in consultation with the CPPO and will then have to be approved by the. Changes to Organization Structure beneath second level ppointments/promotions/grade djustments** Chiefs Nomination and remuneration commitee invovled in the remuneration of chiefs Directors Line Chief Chief People & Performance jointly with Personell different from Directors (in budget requests) Personell different from Directors (extrabudget requests) (Line VP) (Financial Planning & Control) (Line VP) (Financial Planning & Control) Line Chief Chief People & Performance Line Chief Chief People & Performance H appointments / promotions / grade adjustments should be approved by. uthorization process has described in the related H Policy Global eward Framework Overall framework and guidelines for all reward related issues including grades, salaries. ( & CPPO) Payroll HO: uthorise processing of monthly payroll ( & CPPO)

14 ppendix VII - Human esources Functional epresentatives Heads VPs Chiefs Committee emarks Outstation: uthorise processing of monthly payroll (Country Manager) The highest ranking Finance Manager and the Country Manager responsible for the particular outstation have to approve the monthly payroll payments. Business Travel and Expense eimbursements Business Travel and Expense eimbursements s per H Staff Travel Policy * Notes: ll ecruitment / Promotions / Grade djustments should be within the approved annual budgets Legend I pprove ecommend Initiate

15 ppendix VIII - Sales and Marketing emarks VPs Chiefs EMKS dvertising, Promotions and Events dvertising, Promotions and Events Up to Euro 1 VP of Marketing and dvertising Up to Euro 5 (CCO) Up to Euro 15 bove Euro 15 pproval of activity only. Contracts to be signed in line with Section III. Pricing Passenger Tariff and discounts (including modifications) (VP evenue Management) Cargo Tariff and discounts (including modifications) (VP Cargo / evenue Management ) It's referred to Passenger or Cargo Tariff and Discount policies Incentive Schemes (evenue) and payments pproval for incentive schemes (revenue) elevant Chief jointly with and. pproval for incentive payments based on approval of CCO. Sales gents (GSs) ppointment (including terms and conditions of operation and entitlements of remuneration) or CCO and Jointly. Discontinuance or CCO and Jointly. Donations and Sponsorships

16 Sales and Marketing ppendix VIII - Sales and Marketing Donations emarks VPs Chiefs Up to Euro 100,000 jointly with Up to Euro 1 bove Euro 1 Sponsorships Up to Euro 5 Up to Euro 15 bove Euro 15 a) ll Donations and Sponsorships should be coordinated and approved by Corporate Communications; and b) ll such expenses should be within the approved budgets. EMKS Currently for sponsorship activities the approvals of CCO/ EVP Loyalty Programmes Frequent Flyer Partnership ("FFP") mileage rate/policy changes CCO and Jointly Ticketing Free of Charge ("FOC") rates and ticket allocation gency Credit Memo's CM's approval and Waiver (including waiver of internal DM's) Up to Euro 1 per annum (VP Sales & VP Financial eporting) Up to Euro 5 per annum (CCO & ) Up to Euro 10 per annum bove Euro 10 per annum Pls consider a minimun under which the contract can be approved locally eventually with a yearly budget approved by the CCO.

17 ppendix VIII - Sales and Marketing VPs Chiefs emarks Waivers and Special Concessions EMKS new procedure is requested by the CCO, to give the possibility to the GMs to manage indipendently Waivers and Special Concessions within the budget amount pproval of Policy for excess baggage limits (Head Network Operations and Head Sales ) (GM Commercial/GM Operations ) If impct affects revenue budget adversely, need to follow approved limits as per the Budget Section pproval of policy for excess baggage waivers If impct affects revenue budget adversely, need to follow approved limits as per the Budget Section Pls consider a minimun under which the contract can be approved locally eventually with a yearly budget approved by the CCO. Cargo Waivers Policy If impct affects revenue budget adversely, need to follow approved limits as per the Budget Section Pls consider a minimun under which the contract can be approved locally eventually with a yearly budget approved by the CCO. Granting special concessions and upgrading Policy s per Sales upgrade policy * or Heads of Departments where there are no Directors according to the Organisation and Systemisation Legend I pprove ecommend Initiate

18 Bank Mandate Part 1 of 4 - Payment uthority Limits Types of Payments with Unlimited Payment pproval/signing uthority Limits Highest anking Finance staff at Station Finance Staff Heads in H.O. VPs Highest anking Commercial and irport staff in Station Non-Finance Staff Heads in H.O. Payroll X X X X X X X X Inter-account transfer X X X X X X X X viation Fuel Payments X X X X X X IT Settlements X X X X X X Direct Operating Cost (DOC) X X X X X X X X Confirmation and Settlement of FX transactions Confirmation and Settlement of Investments X X X X X X Settlement of Borrowings/Leases X X X X X X Confirmation of Commodity/ate/FX/Emissions Hedges X X X Settlement of Commodity/ates/FX/Emissions Hedges X X X X X X Payments to irbus/boeing X X X GE/olls-oyce/IE/Engine lliance X X X VPs (only if powers are exceeded) - n exception to this Bank Mandate applies in countries where local regulations stipulate otherwise (e.g. PO holder to open and manage accounts) and local signatories to operate accounts. - ll payments/confirmations shall be signed jointly by two signatories as per the Signing uthority Matrix. - Confirmation for Commodity/Interest ate/fx/emmisions Hedges can be signed by any one of the authorised signatories as per MO - Payments by two signatories in Categories E, B, are permitted. - No payments/confirmations shall be authorised by two signatories in the same category for Category C,D, F, G. - The Highest ranking Finance staff in station and the Highest ranking Commercial and irport staff can operate only the nominated bank accounts in the respective station.

19 Bank Mandate Part 2 of 4 - Payment uthority Limits EU Category F Category E Category D Category C Category B Country & Station Finance Signatories to be nominated irport Managers 1 Finance Managers & Heads Finance SPV/VP & Treasury Heads, & Treasurer Managers 1 Maximum amount Maximum amount if signing along with a signatory from Category B Maximum amount if signing along with a signatory from Category Payroll, IT settlements, aviation fuel and Direct Operating Costs (DOC) payments Inter account transfer, FX / money market transactions, settlement of borrowings / leases / hedges / equities, payments to equity partners, aircraft & engine manufacturers uthorised signatory for bank accounts ny amount ny amount ny amount ny amount ny amount Within the country Within the country ny amount ny amount ny amount Globally Globally Globally Two signatories from the same Category allowed to sign jointly? No No Yes Yes Yes dditional requirements: 1 Every payment must be authorised by two signatories, except where the local regulations require a single signatory to operate the accounts

20 Bank Mandate Part 3 of 4 - Signing uthority Matrix Category H Category G Category F Category E Category D Category C Category B Category Category Category B Category C Category D Category E Category F Category G Category H

21 Bank Mandate Part 4 of 4 - uthoriser Categories for Bank Mandate Station Finance Managers Finance Staff Managers & Heads GM Country & irport Managers Non-Finance Staff Heads GM Category Category B X X Category C X Category D X Category E X Category F X Category G X Category H X X

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