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2024-03-28
Notification on Extraordinary General Meeting of the Shareholders

AVIA SOLUTIONS GROUP (ASG) PUBLIC LIMITED COMPANY

(the Company)

Company number: 727348

Notice is hereby given that the Extraordinary 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 22 April 2024 at 2 p.m. Irish Standard Time (IST) (the EGM) for the following purposes:

 

SPECIAL BUSINESS

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

  1. That, with effect from the passing of this resolution, the authorized share capital of the Company be increased from €28,194,444.09 divided into 77,777,777 Ordinary Shares of €0.29 each and 19,444,444 Convertible Preferred Shares of €0.29 each to €33,833,332.56 divided into 97,222,220 Ordinary Shares of €0.29 each and 19,444,444 Convertible Preferred Shares of €0.29 each, by the creation of 19,444,443 new ordinary shares of €0.29 each, each having the rights and being subject to the restrictions set out in the Memorandum and Articles of Association.
  2. That, subject to and contemporaneous upon the resolution at (1) being passed, 19,444,443 Convertible Preferred Shares of €0.29 each in the issued share capital of the Company (each held by Certares Compass S.à.r.l) be and are hereby re-designated as Ordinary Shares of €0.29 each on a one for one basis, having the rights specified as attached thereto in the Memorandum and Articles of Association of the Company (as amended pursuant to resolution (3) below).

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

  1. That, with effect from the passing of this resolution, the Memorandum and Articles of Association produced to the EGM 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.
  2. Any other business.

 

NOTE 1: in accordance with Regulation 103 of the Articles, a member entitled to attend and vote at the EGM 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. 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 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 EGM 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 EGM in order to participate.

NOTE 3: the record date for determining the right to attend and vote at the EGM is 15 April 2024.