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AVIA SOLUTIONS GROUP (ASG) PUBLIC LIMITED COMPANY

(the Company)

Company number: 727348

Notice is hereby given that the reconvened Annual General Meeting of AVIA SOLUTIONS GROUP (ASG) PUBLIC LIMITED COMPANY (the “Company”) will be held at Building 9, Vantage West, Central Park, Dublin, D18 FT0C, Ireland, on 17 July 2023 at 1p.m. Irish Standard Time (IST) (the “AGM”) for the following purposes:

ORDINARY BUSINESS

To consider and, if thought fit, to pass the following resolutions as ordinary resolutions:

1. Following a review of the affairs of the Company, to receive and consider the:
   1. the audited stand-alone financial statements; and
   2. the audited stand-alone Directors’ report,

of the Company for the year ended 31 December 2022, together with, on an advisory basis:-

3. audited consolidated financial statements;
4. audited stand-alone financial statements;
5. audited consolidated management report; and
6. audited stand-alone management report,

of Avia Solutions Group PLC, a public limited company formerly existing in Cyprus, for the year ended 31 December 2022 ((a) – (f) comprising the “2022 Financial Statements”).

Copies of the 2022 Financial Statements are also available to view and download from the Company’s website at www.aviasg.com.

2. To appoint PricewaterhouseCoopers Ireland as the auditor of (i) the Company, on a standalone legal entity basis, and (ii) the ASG group, and to hold office from the conclusion of this AGM until the conclusion of the next Annual General Meeting. 
3. To authorise the Directors of the Company to fix the total aggregate remuneration of the auditor for the audit of the Company’s standalone financial statements and the Group financial statements for the financial year ended 31 December 2023 in an amount of up to €1,350,000.00.

SPECIAL BUSINESS

To consider and, if thought fit, to pass the following resolutions as special resolutions:

4. That, with effect from the passing of this resolution, the Memorandum and Articles of Association produced to the AGM be adopted as the new Memorandum and Articles of Association of the Company in substitution for and to the exclusion of the existing Memorandum and Articles of Association of the Company.
5. That, subject to and conditional upon the confirmation of the Irish High Court pursuant to Sections 84 and 85 of the Companies Act 2014, the capital of the Company be reduced by €1,461,805,555.91, such reduction to be effected by reducing the amount of the share premium account from €1,471,805,555.91 to €10,000,000.00 and crediting the proceeds to the Company’s profit and loss reserve account.
6. Any other business.

NOTE 1: in accordance with Regulation 103 of the Articles of Association of the Company, a member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote instead of him/her, 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 posted to the registered office of the Company, being Building 9, Vantage West, Central Park, Dublin, D18 FT0C Ireland, or may be sent via email to [email protected], 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 an e-mail address verified by the Company as being the email address of the member.

NOTE 2: the Board has resolved, that participation in the AGM is also possible via conference call. Please contact at [email protected] for connection details not later than 3 (three) working days before the start of the AGM in order to participate.

NOTE 3: the record date for determining the right to attend and vote at the AGM is 10 July 2023.