AVIA SOLUTIONS GROUP (CY) PLC
(*the ‘ *Company ’)
Notice of Extraordinary General Meeting
Notice is hereby given that an Extraordinary General Meeting of the Company will be held at Four Seasons Hotel, Agios Tychon in Limassol, Cyprus on 16th of September 2019 at 14.00, and the resolutions numbered (1) (2) (3) and (4) in the agenda below will be proposed as Ordinary Resolutions and the resolution numbered (5) in the agenda below will be proposed as Special Resolution:
(1) INCREASE OF THE AUTHORIZED SHARE CAPITAL:
THAT the share capital of the Company be and is hereby increased from €2,255,557.07 divided into 7,777,783 ordinary shares of a nominal value of €0,29 to €22,555,555.33 divided into [77,777,777|] shares of a nominal value of €0,29 each (the “ Increase of the Authorised Share Capital ”).
(2) WAIVER OF PRE-EMPTION RIGHTS:
THAT the pre-emption rights of existing shareholders as per the provisions of Regulation 9 of the Articles of Association of the Company in respect of the issuance and allotment of the shares resulting from the aforementioned Increase of the Authorised Share Capital be and is hereby waived.
(3) CONSIDERATION AND APPROVAL OF VALUATION REPORTS:
THAT the Shareholders of the Company hereby authorise the Board of Directors to appoint independent experts who satisfy the requirements set out in Section 47B of the Companies Law Cap. 113 in order to produce valuation reports determining the value of the contribution in kind prepared in accordance with Sections 47B(1) and 47(C) of the Companies Law Cap. 113, which contribution will be used as an in-kind consideration for a prospective issuance of the unsubscribed shares of the Company.
(4) AUTHORISATION OF ISSUANCE AND ALLOTMENT:
THAT the Shareholders of the Company hereby authorise the Board of Directors to issue and allot the unsubscribed shares of the Company to prospective subscribers who will pay the consideration of the newly issued shares via contributions in kind.
(5) CHANGE OF NAME:
THAT the name of the Company, being AVIA SOLUTIONS GROUP (CY) PLC, be and is hereby changed and the new name of the Company shall be AVIA SOLUTIONS GROUP PLC.
As per Regulation 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 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 the holding of the meeting.
By order of the Board