AVIA SOLUTIONS GROUP PLC
This notification is hereby given that an Extraordinary General Meeting of Shareholders of the Company will be held at the Company’s Registered office, 1, 28 Oktovriou, ENGOMI BUSINESS CENTER, BLC E, 1st floor, Office 111, Egkomi 2414, Nicosia, Cyprus on the 29th of May 2020 at 12:00 p.m. with the following matters on the agenda, the resolutions numbered 1-7 in the agenda below will be proposed as Ordinary Resolutions and the resolutions numbered 8-11 as Special Resolutions:
1. Review of stand-alone and consolidated Management Report of the Company for the financial year ended 31 December 2019;
2. Approval of audited stand-alone Financial Statements of the Company for the financial year ended 31 December 2019;
3. Approval of audited consolidated Financial Statements of the Company for the financial year ended 31 December 2019;
4. Allocation of the Company’s profit (loss) for the financial year ended
31 December 2019;
5. Increase of the number of Directors at the Company’s Board of Directors from 5 (five) to 6 (six);
6. Appointment of the new (sixth) Director to the Company’s Board of Directors;
7. Conclusion of any other business to be dealt with at an Extraordinary General Meeting.
8. The change of regulation 14 of the Articles of Association of the Company as suggested by the Company’s shareholder Mesotania Holdings Limited:
THAT regulation 14 of the Articles of Association of the Company be and is hereby deleted in its entirety and substituted with the following:
The Company shall not give, whether directly or indirectly, and whether by means of a loan, guarantee, the provision of security or otherwise, any financial assistance for the third persons unless such third persons are directly controlled by the Company.
9. The change of regulation 84 of the Articles of Association of the Company as suggested by the Company’s shareholder Mesotania Holdings Limited:
THAT regulation 84 of the Articles of Association of the Company be and is hereby deleted in its entirety and substituted with the following:
The Directors of the Company are not allowed to be founders, shareholders, directors or have any other positions or otherwise participate in any other companies which directly or indirectly compete or potentially could compete with the Company in any field or sector in which the Company participate.
10. The addition of further provision in the Articles of Association of the Company as suggested by the Company’s shareholder Mesotania Holdings Limited:
THAT regulation 135A of the Articles of Association of the Company is inserted immediately after regulation 135 of Articles of Association of the Company as follows:
The Company shall ensure the timely and accurate disclosure of all material corporate issues, including the financial situation, operations and governance of the Company. In accordance with the Company's procedure on confidential information and commercial secrets and the legal acts regulating the processing of personal data, the information provided to the Shareholders by the Company shall include but not be limited to the following:
1. Operating and financial results of the Company;
2. Objectives and non-financial information of the Company;
3. Members of the Company’s supervisory and management bodies, the manager of the company, the shares or votes held by them at the Company, participation in corporate governance of other companies, their competence and remuneration, auditors;
4. Reports of the existing committees on their composition, number of meetings and attendance of members during the last year as well as the main directions and results of their activities;
5. Potential key risk factors, the Company’s risk management and supervision policy;
6. The Company’s transactions with related parties;
7. Main issues related to employees and other stakeholders (for instance, human resource policy, participation of employees in corporate governance, award of the Company’s shares or share options as incentives, relationships with creditors, suppliers, local community, etc.);
8. Structure and strategy of corporate governance;
9. Initiatives and measures of social responsibility policy and anti-corruption fight;
10. Significant current or planned investment projects;
11. All necessary explanations and documentation which is related to the agenda of the General Meetings of the Shareholders;
12. Other information which may be important for the Shareholders as this list shall be deemed minimum and the Company shall be encouraged not to restrict itself to the disclosure of information included into this list.
Information should be disclosed in such manner that no Shareholders are discriminated in terms of the method of receipt and scope of information. Information should be disclosed to all Shareholders at the same time.
The Company shall also provide to the Shareholder all the decisions and minutes of meetings of the Board of Directors and of the General Meetings of the Shareholders not later than 10 working days after the relevant meeting occurs.
The Company shall also provide quarterly and annually reports to the Shareholders about the performance of the Company, discussed and/or planned acquisitions, changes in assets, other discussed and/or planned essential decisions of the management of the Company as well as answer the questions provided by the Shareholders. The reports shall be provided to all the Shareholders in writing not later than 15 working days from the last day of the calendar quarter. The annual reports shall be provided to the Shareholders not later than 1 month before the date of Annual General Meeting.
The Company shall ensure that the procedures for convening and conducting any General Meeting of Shareholders should provide Shareholders with equal opportunities to participate in the general meeting of Shareholders and should not prejudice the rights and interests of Shareholders. The chosen venue, date and time of the general meeting of Shareholders shall not prevent active participation of Shareholders at the general meeting. In the notice of the general meeting of Shareholders being convened, the company should specify the last day on which the proposed draft decisions should be submitted at the latest.
Shareholders who are entitled to vote should be furnished with the opportunity to vole at the general meeting of shareholders both in person and in absentia. Shareholders should not be prevented from voting in writing in advance by completing the general voting ballot. With a view to increasing the Shareholders’ opportunities to participate effectively at general meetings of Shareholders, the Company shall provide Shareholders with the conditions to participate and vote in General Meetings of the Shareholders via electronic means of communication.
11. Amendment of the current Articles of Association in their entirety as suggested by and under proposed wording by the Company’s board of directors:
THAT the Articles of Association of the Company be and are hereby amended in their entirety by the replacement of the same with the Articles of Association.
In accordance with Article No. 56 of the Articles of Association of the Company, a member entitled to attend and vote at the above meeting personally is entitled to appoint a proxy to attend and vote instead of him, and such proxy need not to be a member of the Company. The instrument appointing a proxy or any other documents shall be deposited at the registered office of the Company, before the time of holding the above meeting. Due to COVID-19 pandemic, the Company Secretary shall accept the scanned copy of the aforementioned proxies and any other documents sent by e-mail from a verified e-mail of the shareholder.
The documents regarding the matters on the agenda will be available for review electronically, i.e. at the Company’s website www.aviasg.com.
NOTE: Due to COVID-19 pandemic, the board of directors has resolved in accordance with regulation 59 of the Articles of Association of the Company that participation in the Extraordinary General Meeting is also possible via Skype teleconference. Please contact Company Secretary for connection details before the start of the meeting in order to participate.