AVIA SOLUTIONS GROUP PLC
Notice is hereby given that an Extraordinary General Meeting of the Company will be held at 117 Arch. Makariou Ave., 5th Floor, Office 505, 3021 Limassol, Cyprus on 17 January 2022 at 15:00 Cyprus time with the following matters on the agenda:
1. To consider and, if considered appropriate, pass the following resolutions each of which will be proposed to be passed as a special resolution:
1.1. To amend the Article 158 of the Articles of the Association the Company as follows:
“158. (a) Subject to Regulation 160(b) below, the Directors may by a unanimous resolution of the Board of Directors (excluding the Preference Share Majority Director(s)) delegate their powers to a committee or committees consisting of at least three (3) Directors of the Board of Directors of the Company (“Executive Committee”). Any Executive Committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on it by the Board of Directors in relation to its terms of reference, subject matter, powers, constitution, proceedings, reporting obligations or otherwise. Appointments to an Executive Committee shall be made only from members of the Board of the Company and the Directors so appointed shall hold office for a period of one i. year with their last date of service to any formed Executive Committee to be the day before the holding of an annual general meeting.
(b) The quorum necessary for the transaction of the business of an Executive Committee shall be the majority of the total number of Directors appointed in the Executive Committee (excluding the Preference Share Majority Director(s)) and decisions shall be taken by a simple majority of votes (fifty per cent (50%) plus 1). In case where no quorum is present for two (2) consecutive meetings of an Executive Committee or where an Executive Committee fails to reach a decision for any reason whatsoever, the Executive Committee in question shall be considered dissolved and the matter in question shall be referred to the Board of Directors for determination.
(c) Further to Regulation 154 above, meetings of an Executive Committee may be conducted when members are physically present or alternatively in the form of either video and/or telephone conferences. A duly convened meeting of an Executive Committee which a quorum is present shall be competent to exercise all or any of the authorities and powers in accordance with its terms of reference. A resolution in writing of the Executive Committee signed or approved by letter, or electronic communication by each of the members of the Executive Committee shall be as valid and effectual as if it had been passed at a meeting of the Executive Committee duly convened and held and when signed may consist of several documents each signed by one or more of the persons aforesaid.
(d) Meetings of an Executive Committee shall be summoned by the secretary of the Company at the request of the Executive Committee Chairman or by the Chairman of the Executive Committee or his deputy. The secretary of the Company shall always act as the secretary of the Executive Committee and shall in that respect be responsible to minute the proceedings and resolutions of all Executive Committee meetings. It shall be necessary to give 24 hours’ notice of Executive Committee meeting. The notice of each meeting confirming the venue, time and date, together with an agenda of items to be discussed, shall be forwarded by the secretary of the Company to each member of the Executive Committee (via email) and to any other person required to attend. The requirement for a notice shall be dispensed if all Directors appointed in an Executive Committee prior of their meeting agree in writing (including email) to waive the requirement to receive notice.”
1.2. To amend the Article 159 of the Articles of the Association the Company as follows:
“159. The Board of Directors simultaneously with the formation of the Executive Committee shall also appoint the Executive Committee Chairman and his deputy in case of its absence. In the absence of the Executive Committee Chairman and of its appointed deputy, the remaining members present shall elect one (1) of themselves to chair the meeting.”
1.3. To amend the Article 160 of the Articles of the Association the Company as follows:
“160. (a) An Executive Committee shall be provided with sufficient resources to discharge its duties. Every Executive Committee shall have the authority to invite consultants to its meetings and shall have the authority to approve the consultant’s fees and other retention fees. Consultants invited to Executive Committee meetings shall be subject to confidentiality arrangements and provide expert and/or advisory recommendations to the Executive Committee. Consultants invited to Executive Committee meetings shall not have any voting rights whatsoever. An Executive Committee shall meet at such frequency as the Chairman of an Executive Committee shall require. Any resolution taken at a meeting of an Executive Committee shall be signed by the chairman of a meeting of an Executive Committee and the Company secretary acting as the secretary of a meeting of an Executive Committee.
(b) The Board of Directors shall be allowed to form Executive Committees and delegate its decision making authority in relation with the following matters, provided that any matter thereunder has a value of less than EUR 10,000,000 (Ten Million Euro) per transaction:
(i) The investment, disposal or lease of any assets of or by the Company or any Subsidiary of the Company;
(ii) The pledge, mortgage or lien of any assets of or by the Company or any Subsidiary of the Company;
(iii) The provision of any surety and/or guarantee for the discharge of obligations of third parties;
(iv) The acquisition of any tangible assets of or by the Company or any Subsidiary of the Company;
(v) The conclusion of financing agreements for borrowing purposes of the Company or any Subsidiary of the Company;
(vi) The conclusion of financing agreements for lending purposes of the Company or any Subsidiary of the Company;
(vii) Approval of any other transaction not listed in Regulation 160(b)(i)-(vi) of or by the Company or any Subsidiary of the Company.
All other matters not specified herein shall not be subject to delegation arrangements to an Executive Committee and must be decided by the Board of Directors in accordance with the provisions of the present Regulations. The Board of Directors retains the power to delegate any other matters and form any other additional committees not described in the present Regulations, in order for the Company or any Subsidiary of the Company to be in due compliance with the provisions of the Law or any other applicable legislation.
(c) The Executive Committee shall also be entitled to authorise anyone of its members to individually enter into any of the transactions listed in Regulation 160(b) which the Executive Committee has duly decided and resolved upon on behalf of the Company or any Subsidiary of the Company.”
2. If considered appropriate, conclusion of any other business to be dealt with at an Extraordinary General Meeting.
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. 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. 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.
NOTE 2: Due to COVID-19 pandemic, the board of directors has resolved, that participation in the Extraordinary General Meeting is also possible via Skype teleconference. Please contact Company’s Secretary at [email protected] for connection details before the start of the meeting in order to participate.