Air Lease (AL) Proxy Filing summary

Executive summary

• A special meeting is called for shareholders to vote on a proposed merger where each share of Class A Common Stock will be converted into $65.00 in cash, subject to certain conditions and approvals.

• The merger is with a newly formed parent entity, jointly owned by Sumitomo Corporation, SMBC Aviation Capital, Apollo Capital Management, and Brookfield Asset Management.

• The Board of Directors unanimously recommends approval of the merger, the related executive compensation, and the right to adjourn the meeting if necessary.

• The merger agreement was reached after a comprehensive review of strategic alternatives and negotiations with multiple parties.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) approval of the merger agreement, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) adjournment of the meeting if more votes are needed.

• Approval of the merger requires a majority of outstanding Class A Common Stock; the compensation and adjournment proposals require a majority of shares present or represented.

• Shareholders not voting for the merger may seek appraisal rights under Delaware law.

• Directors and certain executives have entered into a voting agreement to support the merger with up to 4.99% of outstanding shares.

Board of directors and corporate governance

• The Board conducted a thorough review of strategic alternatives, including joint ventures and other acquisition proposals, before recommending the merger.

• The Board’s decision was based on financial analyses, market conditions, and the premium offered to shareholders.

• The merger agreement allows the Board to consider superior proposals under certain conditions, subject to a termination fee.