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2021-09-17
Notification on Extraordinary General Meeting of the Shareholders

Notification on Extraordinary General Meeting of the Shareholders

AVIA SOLUTIONS GROUP PLC

(the Company)

HE 380586

 

Notice is hereby given that an Extraordinary General Meeting of the Company will be held at 28 Oktovriou, 1, ENGOMI BUSINESS CENTER BLC E, Flat/Office 111, Egkomi, 2414, Nicosia, Cyprus on 8 October 2021 at 1 pm Cyprus time for the purpose of considering and if thought fit, to pass the following resolutions:

RESOLUTION 1

To consider and, if considered appropriate, pass the following resolution which will be proposed to be passed in accordance with section 59A of the Cyprus Companies Law, Cap. 113 (as amended):

  1. To increase the authorised share capital of the Company from EUR 22,555,555.33 (twenty two million five hundred fifty five thousand five hundred and fifty five Euros and thirty three cents) divided into 77,777,777 (seventy seven million seven hundred and seventy seven thousand seven hundred and seventy seven) ordinary shares of nominal value of EUR 0.29 (twenty nine cents) each to EUR 28,194,444.09  (twenty eight million one hundred and ninety four thousand four hundred and forty four Euros and nine cents) divided into 77,777,777 (seventy seven million seven hundred and seventy seven thousand seven hundred and seventy seven) ordinary shares of nominal value of EUR 0.29 (twenty nine cents) each and 19,444,444 (nineteen million four hundred forty four thousand four hundred forty four) Convertible Preferred Shares of nominal value of EUR 0.29 (twenty nine cents) each, by the creation of 19,444,444 Convertible Preferred Shares of nominal value of EUR 0.29 (twenty nine cents) each as a new class of shares with the rights set out in the new articles of association of the Company;

After the increase, the authorised share capital of the Company will be €28,194,444.09 divided as shown below:

  1. seventy-seven million seven hundred and seventy-seven thousand seven hundred and seventy-seven (77,777,777) ordinary shares of nominal value of €0.29, and
  2. nineteen million four hundred and forty-four thousand and four hundred and forty-four (19,444,444) Convertible Preferred Shares of nominal value of €0.29 each.

RESOLUTIONS 2-4

To consider and, if considered appropriate, pass the following resolutions each of which will be proposed to be passed as a special resolution:

  1. To amend the articles of association of the Company by replacing the existing articles of association with the articles of association, in such form as attached herewith in Appendix A (the “New Articles”).
  2. To approve the issue and allotment of 19,444,444 (nineteen million four hundred forty four thousand four hundred forty four) Convertible Preferred Shares of nominal value €0.29 (twenty nine cents) (the “Subscription Shares”) to Certares Compass LLC, a company incorporated in the Cayman Islands and whose registered office is at 69 Dr Roy’s Drive, P.O. Box 2510, Grand Cayman, KY1-1104, Cayman Islands (the “Subscriber”) or its nominee(s)/custodian out of the authorised and yet unissued capital at a total issue price of €300,000,000 (three hundred million Euros), at a share premium of €294,361,111.24 (two hundred ninety four million three hundred sixty one thousand one hundred eleven Euros and twenty four cents), and authorise the Board of Directors to take any and all necessary actions to proceed with the issue and allotment of the said shares, upon such other terms and conditions, as the Board of Directors may, in its sole and unfettered discretion, determine.
  3. To approve the conversion of the Subscription Shares into ordinary shares credited as fully paid and/or issue and/or allotment of the said ordinary shares credited as fully paid, in accordance with the provisions of the New Articles.

RESOLUTION 5

To consider and, if considered appropriate, pass the following resolution which will be proposed to be passed as an ordinary resolution:

  1. To appoint the named appointee, being the physical person suggested by the Subscriber, to the Board of Directors effective from Completion (as such term is defined in the subscription agreement relating to the Company between the Company and the Subscriber in connection with  the allotment and issuance of the Subscription Shares dated 9 September 2021).

RESOLUTION 6

To consider and, if considered appropriate, pass the following resolution which will be proposed to be passed in accordance with section 59A of the Cyprus Companies Law, Cap. 113 (as amended):

  1. That, as per the Report of the Board of Directors of the Company dated 9 September 2021 attached herewith as Appendix B, the pre-emption rights of the Company’s shareholders be dis-applied as follows:
  1. The Subscription Shares shall be allotted at a nominal value of €0.29 (twenty nine cents) each for total issue price of €300,000,000.00 (three hundred million Euros) for all the Subscription Shares.
  2. Any pre-emptive and other rights the Company’s shareholders may have by operation of law and/or pursuant to the articles of association of the Company and/or otherwise in connection with issue and allotment of the Subscription Shares and the authority conferred to the board of directors of the Company in respect thereof, shall be and are hereby irrevocably and unconditionally dis-applied.
  3. Any pre-emptive and other rights the Company’s shareholders may have by operation of law and/or pursuant to the articles of association of the Company and/or otherwise in connection with the conversion of the Subscription Shares into ordinary shares credited as fully paid and/or issue and/or allotment of the said ordinary shares credited as fully paid, in accordance with the provisions of the New Articles, shall be and are hereby irrevocably and unconditionally dis-applied.
  4. This authority shall expire on the date falling five (5) calendar years from and including the date of this resolution.

For the shareholder’s attention and consideration with this Notice there is available Appendix A with the draft Articles of Association of the Company (the New Articles) and Appendix B with Board Report than can be viewed at Company’s website herein below or received at request in hard copy, free of charge, from the registered office of the Company as well as at the Extraordinary General Meeting.

 

NOTE 1: In accordance with Regulation 56 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 for connection details before the start of the meeting in order to participate.

 

Annexes: