Air Lease (AL) investor relations material

Executive summary

• A special meeting is scheduled for December 18, 2025, for holders of Class A Common Stock to vote on a proposed merger, executive compensation, and potential adjournment if more votes are needed.

• The merger agreement, dated September 1, 2025, provides for the acquisition of the company by a new holding company, jointly owned by Sumitomo Corporation, SMBC Aviation Capital, Apollo Capital Management, and Brookfield Asset Management.

• Each share of Class A Common Stock will be converted into the right to receive $65.00 in cash, subject to certain exceptions and withholding taxes.

• Preferred stock (Series B, C, D) will remain outstanding with the same rights and terms.

• The board unanimously recommends voting in favor of all proposals and has received a fairness opinion from J.P. Morgan Securities LLC.

Voting matters and shareholder proposals

• Proposal 1: Approve and adopt the merger agreement and related transactions.

• Proposal 2: Approve, on a non-binding advisory basis, compensation that may be paid to named executive officers in connection with the merger.

• Proposal 3: Approve adjournment of the meeting if more proxies are needed.

• Only holders of record as of November 3, 2025, may vote; a majority of outstanding shares is required for approval.

• Abstentions and broker non-votes count as votes against the merger proposal.

Board of directors and corporate governance

• The board has regularly reviewed strategic alternatives and determined the merger is in the best interests of shareholders.

• Directors and certain executive officers have entered into a voting agreement to support the merger, covering up to 4.99% of outstanding shares.

• The board retains the right to change its recommendation under certain circumstances, such as a superior proposal.