Notice of AGM
AVATION PLC
Company No. 5872328
(A Company Incorporated in England & Wales)
NOTICE OF 4th ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN That the 4th Annual General Meeting of shareholders of Avation PLC (the "Company") will
be held at 510 Thomson Road #12-04, SLF Building, Singapore 298135 on Tuesday 22nd day of December 2009 at 4.00
p.m. (Singapore Time) to transact the following business:
As Ordinary Business:
1. Audited Accounts and Reports
To receive, consider and adopt the Audited Accounts and the Reports of the Directors and the Auditors
thereon, for the financial year ended 30 June 2009.
(Resolution 1)
2. Re-election of Director retiring by rotation
To re-elect Mr. Jeff Chatfield who retires by rotation in accordance with Article 111 of the Company's
Articles of Association and who, being eligible, offers himself for re-election.
(Resolution 2)
3. Re-appointment of Auditors
To re-appoint Messrs Kingston Smith LLP as Auditors of the Company, to hold office from the conclusion
of the meeting to the conclusion of the next meeting at which the accounts are laid before the
Company, at remuneration to be determined by the Directors.
(Resolution 3)
4. To consider and if thought fit, to pass the following resolution as an Ordinary Resolution, with or without
modifications :
Final dividend
That the Directors' recommendation to declare a final dividend of 0.5 pence (GBP£0.005) per issued
share in the capital of the Company, to be paid out of the profits of the Company for the financial
year ended 30 June 2009, be approved and accordingly declared and that such dividend be paid on 25th
January 2010 ("Payment Date") to the shareholders whose names appear in the Register of Members of the
Company on 11th January 2010 ("Associated Record Date") with an Ex Dividend Date of 8th January 2010.
(Resolution 4)
5. To consider and if thought fit, to pass the following resolution as an Ordinary Resolution, with or
without modifications:
Authority to grant warrants and allot shares pursuant to the exercise of warrants
That the Directors be generally and unconditionally authorized to grant warrants to the following
persons to subscribe for such number of ordinary shares in the capital of the Company as set against
their respective names, and to allot shares pursuant to the exercise of warrants:
Warrant Holders (or such other person as they No. of warrants to subscribe for shares
may each direct)
Jeff Chatfield 200,000
Ron Aitkenhead 100,000
Andrew Baudinette 75,000
Bryant McLarty 50,000
The terms of the warrants shall be as follows:
a) the subscription price per share is the average of the closing mid-price, as announced by PLUS Markets Group
plc, on the day this resolution is passed by shareholders;
b) the warrants shall expire 24 months from the date of this resolution, subject to an extension by up to one
month should the expiry date fall within a trading black-out period, after which time, all unexercised
warrants shall lapse and be null and void; and
c) the warrants shall be subject to such other terms and conditions as set out in the warrant deed to be
approved by the Directors.
(Resolution 5)
As Special Business:
6. To consider and if thought fit, to pass the following resolution as a Special Resolution, with or
without modifications:
Share Buy Back Mandate
That the Company be generally and unconditionally authorized to make market purchases (within the
meaning of Section 163 (3) of the Companies Act 1985) of ordinary shares in the issued share capital
of the Company ("Shares"), provided any purchase shall:
a) not exceed an aggregate 10% of the total number of Shares as at the date of the passing of this Resolution;
b) be at such price or prices as may be determined by the Directors from time to time (but not under £0.01 per
Share and not exceeding £0.99 per share, excluding brokerage, commission, applicable goods and services
tax, stamp duty and other related expenses);
c) be transacted through one or more duly licensed stockbrokers appointed by the Company for the purpose and
otherwise in accordance with all other laws, regulations and rules of the relevant securities market as may
for the time being be applicable and further provided that the authority conferred by the passing of this
resolution shall expire at the conclusion of the Company's next AGM but a contract of purchase may be
made before the expiry which will or may be completed wholly or partly thereafter, and a purchase of
Shares may be made in pursuance of any such contract.
(Resolution 6)
Dated this 25th day of November 2009
By Order of the Board
Siobhán Cool
Company Secretary
PROXY FORM FOR USE AT THE FOURTH ANNUAL GENERAL MEETING
To be held on Tuesday 22nd December 2009 at 4.00 p.m. (Singapore Time)
Attention: Michelle Davies
The Registrar,
Computershare Investor Services Plc
The Pavilions
Bridgwater Road,
Bristol BS13 8AE
United Kingdom
Fax +44 (0) 870 703 6116
Before completing this form, please read the explanatory notes overleaf
I/We_____________________________________________________________________________________
(Block Letters) being a member of AVATION PLC (incorporated in England & Wales) hereby appoint
___________________________________________________ of _________________________________
_________________________________________________ or failing him/her, the Chairman of the Annual General Meeting, to
attend, speak and vote on my/our behalf at the 4th Annual General Meeting of the Company to be held on Tuesday, 22nd
day of December, 2009 at 510 Thomson Road #12-04, Singapore 298135 at 4.00 pm and at any adjournment(s) thereof.
If two proxies are being appointed, the proportion of the member's voting rights which this proxy is appointed to
represent is set out below.
Instructions on voting:
If you wish to direct your proxy how to vote in respect to the proposed resolutions, please indicate the manner in
which your proxy is to vote by ticking the appropriate column below, otherwise your proxy may vote as he/she thinks
fit.
No. Special Resolution For Against Abstain
ORDINARY BUSINESS:
1. Adoption of Reports and Audited Accounts
2. Re-election of Mr. Jeff Chatfield as a Director
3. Re-appointment of Auditors
4. Authority to declare final dividend
5. Authority to grant warrants and issue shares
SPECIAL BUSINESS :
6. Authority for Share Buy back
Signed this ____________ day of ________________________ 2009
__________________________________________
Name of Shareholder
Total number of Ordinary Shares held: _____________________
NOTES TO THE PROXY FORM:
1. A member who is entitled to attend and vote at the meeting may appoint one or more proxies to exercise all or any of his
rights to attend, speak and vote on his behalf at the meeting. A proxy need not be a member of the Company. A member
may appoint more than one proxy in relation to the meeting provided that each proxy is appointed to exercise the
rights attached to a different share or shares held by that member.
2. To be valid, a form of proxy for use at the meeting, together with the power of attorney or other authority (if any) under
which it is signed, or a notarially certified copy of such power or authority, must be deposited in hard copy form by
post or courier or by hand at the Company's registrars, Computershare Investor Services plc, The Pavilions,
Bridgwater Road, Bristol BS13 8AE, at least 48 hours before the time for holding the meeting.
3. Completion and return of a form of proxy will not preclude a shareholder from attending and voting at the meeting in person
if he subsequently decides to do so.
4. The following principles shall apply in relation to the appointment of multiple proxies:
(a) the Company will give effect to the intentions of members and include votes wherever and to the fullest extent possible;
(b) where a proxy does not state the number of shares to which it applies (a "blank proxy") then, subject to the following
principles where more than one proxy is appointed, that proxy is deemed to have been appointed in relation to the
total number of shares registered in the name of the appointing member (the "member's entire holding"). In the event
of a conflict between a blank proxy and a proxy which does state the number of shares to which it applies (a
"specific proxy"), the specific proxy shall be counted first, regardless of the time it was sent or received (on the
basis that as far as possible, the conflicting forms of proxy should be judged to be in respect of different shares)
and remaining shares will be apportioned to the blank proxy (pro rata if there is more than one);
(c) where there is more than one proxy appointed and the total number of shares in respect of which proxies are appointed is
no greater than the member's entire holding, it is assumed that proxies are appointed in relation to different
shares, rather than that conflicting appointments have been made in relation to the same shares. That is, there is
only assumed to be a conflict where the aggregate number of shares, in respect of which proxies have been appointed,
exceeds the member's entire holding;
(d) when considering conflicting proxies, later proxies will prevail over earlier proxies, and which proxy is later will be
determined on the basis of which proxy is last sent (or, if the Company is unable to determine which is last sent,
last received). Proxies in the same envelope will be treated as sent and received at the same time, to minimise the
number of conflicting proxies;
(e) if conflicting proxies are sent or received at the same time in respect of (or deemed to be in respect of) an entire
holding, none of them shall be treated as valid;
(f) where the aggregate number of shares in respect of which proxies are appointed exceeds a member's entire holding and it is
not possible to determine the order in which they were sent or received (or they were all sent or received at the
same time), the number of votes attributed to each proxy will be reduced pro rata;
(g) where the application of paragraph (f) above gives rise to fractions of shares, such fractions will be rounded down;
(h) if a member appoints a proxy or proxies and then decides to attend the meeting in person and vote, on a poll, using his
poll card, then the vote in person will override the proxy vote(s). If the vote in person is in respect of the
member's entire holding then all proxy votes will be disregarded. If, however, the member votes at the meeting in
respect of less than the member's entire holding, then if the member indicates on his polling card that all proxies
are to be disregarded, that shall be the case; but if the member does not specifically revoke proxies, then the vote
in person will be treated in the same way as if it were the last received proxy and earlier proxies will only be
disregarded to the extent that to count them would result in the number of votes being cast exceeding the member's
entire holding; and
(i) in relation to paragraph (h) above, in the event that a member does not specifically revoke proxies, it will not be
possible for the Company to determine the intentions of the member in this regard. However, in light of the aim to
include votes wherever and to the fullest extent possible, it will be assumed that earlier proxies should continue to
apply to the fullest extent possible.
5. In accordance with Regulation 41 of the Uncertificated Securities Regulations 2001, only those members entered on
the Company's register of members not later than 10:00 am (GMT) on 18th December 2009 or, if the meeting is
adjourned, shareholders entered on the Company's register of members not later than 48 hours before the time fixed
for the adjourned meeting shall be entitled to attend and vote at the meeting.
Avation plc