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 5, 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 significantly below local and international market practice. Since there is no vote on the remuneration policy and/or remuneration report at this year's AGM, the discharge of the board of directors is the most appropriate agenda item to express our concerns. Accordingly, ECGS recommends to vote OPPOSE.

Under ITEMS 6a-6c, the re-election of three members of the board of directors is proposed. In view of concerns over aggregate time commitments, ECGS recommends to vote OPPOSE to the re-election of Mr. Paul T. Dacier (ITEM 6a). We note that Mr. Dacier shall become the Chairman of the board of directors with effect from the close of the AGM as successor to Mr. Pieter Korteweg who will resign as of the close of the AGM.

Under ITEM 8, 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.

Under ITEM 9d, the board of directors seeks authorisation to restrict and/or exclude pre-emptive rights upon issuing additional shares in connection with mergers, acquisitions and/or (strategic) alliances. In aggregate, the authorisations to restrict and/or exclude pre-emptive rights requested under ITEMS 9b and 9d may reach up to 20% of the Company's share capital which exceeds ECGS' guidelines. Consequently, ECGS recommends to vote OPPOSE.

Finally, under ITEM 10b, the board of directors seeks authorisation to repurchase additional own shares. While the number of shares which the Company may hold at any time in its own capital may not exceed 10%, in aggregate, the authorisations to repurchase own shares under ITEMS 10a and 10b may reach up to 20% of the Company's share capital which exceeds ECGS' guidelines. Accordingly, ECGS recommends to vote OPPOSE.