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Aercap Holdings - AGM 25 April 2019

In general, Aercap Holdings ("Aercap") is in compliance with the Dutch regulations relating to the organisation and procedures of the Annual General Meeting.

Under ITEM 6, discharge of the board of directors is sought. Although ECGS has not identified any governance concerns that would lead it not to support the discharge, the level of transparency of the Company's remuneration report is below all standards. Since there is no vote on the remuneration policy and/or report at this AGM, the discharge of the board of directors is the most appropriate agenda item to express the above concerns. Accordingly, ECGS recommends to vote OPPOSE.

Under ITEM 9, the board of directors proposes to re-appoint PricewaterhouseCoopers as the Company's statutory auditor. Even though ECGS has no concerns over the level of non-audit fees, it does not approve of the current term in office of the statutory auditor. ECGS therefore recommends to vote OPPOSE.

Finally, under ITEMS 10c and 10d, the board of directors seeks authorisation to issue additional shares in connection with mergers, acquisitions and/or strategic alliances. In aggregate, the authorities requested to issue shares are limited to 20% of the Company's share capital, which exceeds' ECGS' guidelines. Consequently, ECGS recommends to vote OPPOSE.

AerCap Holdings N.V.

Aercap Holdings is an integrated global aviation company engaged in aircraft leasing. Co. acquires aviation assets at attractive prices, lease the assets to suitable lessees, and manage the funding and other lease related costs efficiently. Co. also provides aircraft management services. Co. operates its business on a global basis, providing aircraft to customers in every major geographical region. As of Dec 31 2017, Co. owned 980 aircraft and managed 113 aircraft.


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