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2026-08-20
Notification on Extraordinary General Meeting of the Shareholders

AVIA SOLUTIONS GROUP (ASG) PUBLIC LIMITED 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 fully virtually on 14 September 2026 at 1:00 p.m. Irish Standard Time (IST) (the EGM) for the following purposes:

 

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

 

  1. “THAT, with effect from the passing of this resolution, subject to and conditional upon resolutions 2,3,4,5 and 6 being duly passed, the proposed long-term equity incentive scheme in favour of Mr AJ Abedin in the form of the Company’s restricted stock units, details of which are set out at Appendix I (a copy of which was produced to the EGM and attached to the Notice convening the EGM), be and is hereby approved and that, pursuant to and in accordance with section 1021 of the Companies Act 2014, the Directors be and are hereby generally and unconditionally authorised to allot relevant securities up to a maximum of 99,777,777 Ordinary Shares, such authority to expire on the fifth anniversary of the passing of this resolution”
     
  2. “THAT, the transactions and arrangements entered into or to be entered into by the Company with certain directors and/or such directors’ connected persons (as defined within the Companies Act 2014), details of which are set out at Appendix I (Part B) to these resolutions, be and are hereby approved in all respects and for the purposes of section 238 of the Companies Act 2014”
     
  3. “THAT, with effect from the passing of this resolution, the guarantee pursuant to a guarantee agreement, details of which are set out at Appendix I (a copy of which was produced to the EGM and attached to the Notice convening the EGM) be and is hereby approved, ratified and confirmed”
     
  4. “THAT, with effect from the passing of this resolution, the authorised share capital of the Company be increased from €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 to €34,574,444.09 divided into 99,777,777 Ordinary Shares of €0.29 each and 19,444,444 Convertible Preferred Shares of €0.29 each, by the creation of 2,555,557 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”

 

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

  1. “THAT, subject to and conditional upon resolution 4 being passed, with effect from the passing of this resolution, the Memorandum of Association be amended by the deletion of the existing Clause 5 therein, and the insertion of the following updated clause 5:

“The share capital of the Company is €34,574,444.09 divided into 99,777,777 Ordinary Shares of €0.29 each and 19,444,444 Convertible Preferred Shares of €0.29 each. Shares in the capital of the Company shall have nominal values”

  1. “THAT, subject to and conditional upon resolution 4 being passed, with effect from the passing of this resolution, the statutory pre-emption rights under the Companies Act 2014 and Article 14 of the Articles of Association be and are hereby disapplied in respect of the allotment by the Directors of any of the new ordinary shares created pursuant to Resolution 4 above”

 

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. 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 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 the EGM is held virtually, so participation is 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 7 September 2026.