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AVIA SOLUTIONS GROUP PLC 

Company code HE 380586

(the Company)

Notice is hereby given that an Extraordinary General Meeting of Shareholders (the Extraordinary General Meeting) of the Company shall be held at Arch. Makariou III, 117, 5th Floor, Flat/Office 505, 3021, Limassol, Cyprus, on 19 December 2022 at 3 p.m. (Cyprus time) for the purpose of considering and, if thought fit, passing the following resolutions:

AGENDA

SPECIAL RESOLUTION

1. considering and approving the Common Draft Terms of Merger dated 18/10/2022 in respect of the merger of the Company and AVIA SOLUTIONS GROUP (ASG) PLC via a special resolution;

ORDINARY RESOLUTIONS

2. considering and approving the possibility for the members of the AVIA SOLUTIONS GROUP (ASG) PLC to have recourse to a procedure prescribed by the national law that governs that merged company to scrutinize and amend the ratio applicable to the exchange of securities or shares, or a procedure for the compensation of minority members, without preventing the registration of the cross – border merger;
3. conclusion of any other business to be dealt with at the Extraordinary General Meeting. 

Copies of the following documents are hereby provided to all the members of the Company:

1. Common Draft Terms of Merger dated 18/10/2022 in respect of the merger of the Company and AVIA SOLUTIONS GROUP (ASG) PLC, as Exhibit A;
2. the Directors’ Report prepared by the Board of Directors of the Company which explains and justifies the legal and economic aspects of the cross-border merger envisaged by the Common Draft Terms of Merger dated 18/10/2022 and explaining the implications of such cross-border merger, as Exhibit B;
3. joint independent Expert’s Report dated 17 November 2022, as Exhibit C.

NOTE 1: in accordance with Regulation 103 of the Articles of Association of the Company, a member entitled to attend and vote at the above meeting 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. A form of such proxy is attached hereto (Exhibit D). The instrument appointing a proxy or any other documents shall be deposited at the registered office of the Company, before the time of the holding of the above meeting. 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.

NOTE 2: the Board of Directors of the Company has resolved, that participation in the Extraordinary General Meeting is also possible via Zoom platform. Please contact Company’s Secretary at [email protected] for connection details not later than 3 (three) working days before the start of the Extraordinary General Meeting in order to participate.

Exhibit A: Common Draft Terms of Merger in respect of the merger of the Company and AVIA SOLUTIONS GROUP (ASG) PLC;

Exhibit B: the Directors’ Report;

Exhibit C: the Expert’s Report;

Exhibit D: the form of Proxy.