Notice of AGM

AVATION PLC
              (incorporated and registered in England and Wales with company number 5872328)

                                     Notice of Annual General Meeting

Notice  is hereby given that the sixth Annual General Meeting of Avation plc (the Company) will be held  at
510  Thomson  Road, #12-04 SLF Building, Singapore 298135 on 12 December 2011 at 5.00 pm  (Singapore  Time)
(the  AGM) for the purpose of considering and, if thought fit, passing the following resolutions which,  in
the case of resolutions 1 to 8 will be proposed as ordinary resolutions, and, in the case of resolutions  9
to 11 will be proposed as special resolutions.

Whether or not you propose to attend the AGM, please complete and submit a form of proxy in accordance with
the instructions printed on the enclosed form. The form of proxy must be received no later than 6:00 pm (UK
time) on 8 December 2011. The return of a form of proxy will not preclude a member from attending, speaking
or voting in person at the AGM should they so wish.

ORDINARY RESOLUTIONS

Resolution 1 - Report and Accounts

To receive and adopt the audited financial report of the Company for the financial year ended 30 June 2011,
together with the reports of the directors and the auditors thereon.

Resolution 2 - Remuneration Report

To approve the remuneration report for the year ended 30 June 2011.

Resolution 3 - Re-Election of Bryant James McLarty as a Director

That Bryant James McLarty who retires by rotation be re-elected as a director of the Company.

Resolution 4 - Declaration of Final Dividend

That  the  directors' recommendation to declare a final dividend of 1 penny (GBP£0.01) 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  2011,  be  approved and accordingly declared and that such dividend be paid on 6  January  2012  (the
Payment  Date)  to  the shareholders whose names appear in the register of members of  the  Company  on  23
December 2011 (the Associated Record Date) with an ex dividend date on 21 December 2011."

Resolution 5 - Re-Appointment of Auditors

That  Kingston  Smith LLP be re-appointed as auditors of the Company until the conclusion of the  Company's
next annual general meeting.

Resolution 6 - Remuneration of Auditors

That the directors be authorised to determine the remuneration of the auditors.

Resolution 7 - Authority to Grant Warrants and Allot Shares Pursuant to Exercise of Warrants

That  the  directors be and are generally and unconditionally authorised to grant warrants to the following
persons  to  subscribe for such number of ordinary shares in the capital of the Company as set out  against
their respective names, and to allot shares pursuant to the exercise of warrants:

                     Warrant Holders                                     Number of Warrants
     (or such other persons as they may each direct)                  to Subscribe for Shares
     Employees and executives, other than directors                           750,000
                Robert Jeffries Chatfield                                     400,000
                Andrew Charles Baudinette                                     200,000
                  Bryant James McLarty                                        200,000

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 London
          Stock Exchange 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  of
          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 8 - Authority to Allot Shares

That  the  directors be and are hereby generally and unconditionally authorised in accordance with  section
551  of  the Companies Act 2006 (the CA 2006) to exercise all the powers of the Company to allot shares  in
the  Company and to grant rights to subscribe for or convert any security into shares in the Company up  to
an  aggregate  nominal amount of £100,000 (being approximately 26 per cent. of the Company's  issued  share
capital)  to such persons and at such times and on such terms as the directors think proper, provided  that
the  authority  hereby conferred shall expire at the conclusion of the next annual general meeting  of  the
Company  after the passing of this resolution, unless and to the extent that such authority is  renewed  or
extended prior to or at such meeting, save that the Company may, before the expiry of such period, make any
offer  or agreement which would or might require shares to be allotted after expiry of such period and  the
directors may allot shares in pursuance to such offer or agreement as if the authority conferred hereby had
not expired.

SPECIAL RESOLUTIONS

Resolution 9 - Disapplication of Pre-Emption Rights

That,  subject to the passing of the resolution 8 and in accordance with section 570 of the  CA  2006,  the
directors  be  generally empowered to allot equity securities (as defined in section 560 of  the  CA  2006)
pursuant  to the authority conferred by resolution 8, as if section 561(1) of the CA 2006 did not apply  to
any such allotment, provided that this power shall:

(a)       be  limited to the allotment of equity securities up to an aggregate nominal amount of  £100,000;
          and

(b)       expire  at the conclusion of the next annual general meeting of the Company after the passing  of
          this resolution, unless and to the extent that such authority is renewed or extended prior to  or
          at  such meeting, save that the Company may, before the expiry of such period, make any offer  or
          agreement which would or might require shares to be allotted after expiry of such period and  the
          directors  may allot shares in pursuance to such offer or agreement as if the authority conferred
          hereby had not expired.

Resolution 10 - Share Buy Back Mandate

That  the  directors  of  the Company be and are generally and unconditionally authorised  to  make  market
purchases (within the meaning of section 701 of the CA 2006) of ordinary shares in the issued share capital
of the Company (Shares), provided any purchase shall:

(a)     not exceed an aggregate 10 per cent. 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
        £0.50  per  Share  and  not exceeding £3.00 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 annual general meeting 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 11 - Notice of General Meetings

That  a  general meeting of the Company, other than an annual general, may be called on not  less  than  14
clear days' notice.

By order of the Board

Siobhán Cool
Company Secretary
AVATION PLC

16 November 2011

Registered Office: Georgian House, 63 Coleman Street, London EC2R 5BB

Directors: Robert Jeffries Chatfield, Andrew Charles Baudinette and Bryant James McLarty

                               EXPLANATORY NOTES TO THE PROPOSED RESOLUTIONS

Resolution 1 - Report and Accounts

The  directors are required by company law to present the financial statements, the directors'  report  and
the auditors' report on the financial statements to the meeting.

Resolution 2 - Remuneration Report

Shareholders  are asked to approve the remuneration report, a copy of which is set out in page  10  of  the
2011 annual report of the Company.

Resolution 3 - Re-Election of Bryant James McLarty as a Director

Bryant  James McLarty, who retires in accordance with article 117 of the Company's articles of  association
and being eligible, offers himself for re-election.

Appointed  as a Director of the Company in 2007, Mr McLarty has extensive experience in corporate  strategy
and  management  with  a  practical working knowledge of securities and equity  markets.  He  currently  is
Executive  Chairman of the Australian pharmaceutical company PharmAust Limited and has  been  the  Managing
Director  of  several ASX listed companies and is currently a director of a number of listed  and  unlisted
companies. He is also a member of the Australian Institute of Company Directors.

Resolution 5 - Re-Appointment of Auditors

The  Company is required at each general meeting at which financial statements are laid to appoint auditors
who  will  remain in office until the next general meeting at which financial statements are  laid.  Messrs
Kingston Smith LLP have expressed their willingness to continue in office for a further year.

Resolution 6 - Remuneration of Auditors

In  accordance with company law and good corporate governance practice, shareholders are asked to authorise
the directors to determine the auditors' remuneration.

Resolution 7 - Authority to Grant Warrants and Allot Shares Pursuant to Exercise of Warrants

As  incentives to certain personnel of the Company, the shareholders are asked to approve that the  Company
be  and  are  generally  and  unconditionally authorised to grant warrants to the  persons  listed  in  the
resolution to subscribe for such number of ordinary shares in the capital of the Company as set out against
their respective names, and to allot shares pursuant to the exercise of warrants.

Resolution 8 - Authority to Allot Shares

This  resolution would give the directors' authority to allot new shares. The authority, if approved,  will
expire on the date of the 2012 annual general meeting. The authority will allow the directors generally and
unconditionally to allot shares in the Company and to grant rights to subscribe for or convert any security
into  shares in the Company up to an aggregate nominal amount of £100,000 (being approximately one  26  per
cent.  of the Company's issued share capital¹) to such persons and at such times and on such terms  as  the
directors think proper.

Resolution 9 - Disapplication of Pre-Emption Rights

If the directors wish to allot new shares (and other equity securities), or sell treasury shares, for cash,
the  CA  2006 requires that these shares are offered first to shareholders in proportion to their  existing
holdings. These rights are known as pre-emption rights. There may be occasions, however, when, in order  to
act  in  the  best  interests of the Company, the directors will need the flexibility to  finance  business
opportunities by the issue of shares without a pre-emptive offer to existing shareholders. This  resolution
would  give  the directors the authority to allot shares for cash without first offering them  to  existing
shareholders  in  proportion to their existing holdings. The resolution would limit  any  allotment  to  an
aggregate nominal amount of £100,000 and expire at the conclusion of the next annual general meeting.

Resolution 10 - Share Buy Back Mandate

This  resolution  seeks authority for the Company to make market purchases of its own ordinary  shares.  If
passed,  the resolution gives authority for the Company to purchase shares representing up to 10 per  cent.
of  its  ordinary  shares  in  issue as at the date of the passing of the  resolution  (excluding  treasury
shares).  The  directors will only exercise the authority to purchase ordinary shares where  they  consider
that  such purchases will be in the best interests of shareholders generally and will result in an increase
in earnings per ordinary share.

Resolution 11 - Notice of General Meetings

The  notice  period required by the CA 2006 for general meetings (other than AGMs) is 21  days  unless  the
Company:  (i) has gainer shareholder approval for the holding of general meetings on 14 clear days'  notice
by  passing  a special resolution at the most recent AGM; and (ii) offers the facility for all shareholders
to  vote  by  electronic  means. Resolution 11 seeks such approval. It is the board's  intention  that  the
shorter  notice  period  would not be used as a matter of routine for such meetings,  but  only  where  the
flexibility  is  merited  by  the business of matter meeting and is thought  to  be  in  the  interests  of
shareholder as a whole. Should this resolution be approved, it will be valid until the end of the next AGM.

                                 NOTES TO NOTICE OF ANNUAL GENERAL MEETING

1.        A  member of the Company entitled to attend and vote at the AGM may appoint a proxy or proxies to
          attend and to speak and vote instead of him. A member may appoint more than one proxy in relation
          to  the  AGM provided that each proxy is appointed to exercise the rights attached to a different
          share or shares held by that member. A proxy need not be a member of the Company.

2.        The  attached  form of proxy for use at the AGM should be completed, signed and returned  to  the
          Company's registrars (the Registrars) at The Registrar, Computershare Investor Services PLC,  The
          Pavilions,  Bridgwater Road, Bristol BS99 6ZY, United Kingdom (if the form is posted outside  the
          United  Kingdom, you should return it in an envelope specifying "par avion" (airmail)  using  the
          Registrars'  address above). It must arrive no later than 6:00 pm (UK time) on 8  December  2011.
          Completion  and  return  of  the form of proxy will not prevent a shareholder  from  subsequently
          attending the meeting and voting in person if they so wish.

3.        To  be effective, the instrument appointing a proxy, and any power of attorney or other authority
          under  which it is signed (or a copy of any such authority certified notarially or in some  other
          way  approved  by  the  directors),  must be deposited with  the  Registrars  at  The  Registrar,
          Computershare  Investor Services PLC, The Pavilions, Bridgwater Road, Bristol  BS99  6ZY,  United
          Kingdom no later than  6:00 pm (UK time) on 8 December 2011 (or 6:00 pm (UK time) on the day  two
          days  prior to an adjourned meeting) or, in the case of a poll taken more than 48 hours after  it
          is demanded, not less than 24 hours before the time appointed for the taking of the poll at which
          it is to be used.

4.        In  the  case of joint holders, the vote of the senior who tenders the vote shall be accepted  to
          the  exclusion of the votes of the other joint holders and for this purpose, seniority  shall  be
          determined by the order in which the names stand in the Register of Members of the Company.

5.        All  members are entitled to attend and vote at the AGM and ask questions. Under section 319A  of
          the  CA  2006, the Company must answer any question you ask relating to the business being  dealt
          with  at  the  meeting unless: answering the question would interfere unduly with the preparation
          for  the  meeting or involve the disclosure of confidential information; the answer  has  already
          been  given  on  a  website in the form of an answer to a question; or it is undesirable  in  the
          interests of the Company or the good order of the meeting that the question be answered.

6.        Pursuant  to  regulation 41 of the Uncertificated Securities Regulations 2001,  the  Company  has
          specified  that to be entitled to attend and vote at the AGM (and for the purpose of  determining
          the  number  of votes they may cast), members must be entered on the register of members  of  the
          Company  by  6:00 pm (UK time) on 8 December 2011. If the meeting is adjourned  then,  to  be  so
          entitled, members must be entered on the register of members of the Company at 6.00 pm (UK  time)
          on  the  day  two days before the time fixed for the adjourned meeting, or, if the Company  gives
          notice of the adjourned meeting, at any other time specified in that notice.

7.        Under  section  527 of the CA 2006, members meeting the threshold requirements set  out  in  that
          section have the right to require the Company to publish on a website a statement setting out any
          matter  relating to: (i) the audit of the Company's accounts (including the auditors' report  and
          the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstances connected
          with  an auditor of the Company ceasing to hold office since the previous meeting at which annual
          accounts and reports were laid in accordance with section 437 of the CA 2006. The Company may not
          require the shareholders requesting any such website publication to pay its expenses in complying
          with  section 527 or 528 of the CA 2006. Where the Company is required to place a statement on  a
          website  under  section  527  of the Companies Act 2006, it must forward  the  statement  to  the
          Company's auditors not later than the time when it makes the statement available on the  website.
          The  business which may be dealt with at the AGM includes any statement that the Company has been
          required under section 527 of the Companies Act 2006 to publish on a website.

8.        Any person to whom this notice is sent who is a person nominated under Section 146 of the CA 2006
          to  enjoy  information rights (a Nominated Person) may, under an agreement between  him  and  the
          member by whom he was nominated, have a right to be appointed (or to have someone else appointed)
          as a proxy for the meeting. If a Nominated Person has no such proxy appointment right or does not
          wish  to exercise it, he may, under any such agreement, have a right to give instructions to  the
          member as to the exercise of voting rights. The statement of the rights of members in relation to
          the  appointment of proxies in paragraph 1 above does not apply to Nominated Persons.  The  right
          described in that paragraph can only be exercised by members of the Company.

9.        If  the Chairman, as a result of any proxy appointments, is given discretion as to how the  votes
          which  are  the  subject  of those proxies are cast and the voting rights  in  respect  of  those
          discretionary  proxies, when added to the interests in the Company's securities already  held  by
          the  Chairman,  result  in  the  Chairman holding such number of voting  rights  that  he  has  a
          notifiable  obligation under the Disclosure and Transparency Rules, the Chairman  will  make  the
          necessary  notifications to the Company and the Financial Services Authority. As  a  result,  any
          member holding 3 per cent. or more of the voting rights in the Company who grants the Chairman  a
          discretionary proxy in respect of some or all of those voting rights and so would otherwise  have
          a  notification  obligation under the Disclosure and Transparency Rules, need not  make  separate
          notification to the Company and the Financial Services Authority.

10.       As  at  15 November 2011 (the latest practicable date prior to the publication of this document),
          the  Company's issued ordinary share capital consisted of 38,607,220 ordinary shares carrying one
          vote each. Therefore, the total number of voting rights in the Company as at 15 November 2011 was
          38,607,220.

11.       Any  corporation  which  is a member can appoint one or more corporate  representatives  who  may
          exercise  on its behalf all of its powers as a member provided that they do not do so in relation
          to the same shares.

12.       Shareholders  and  any proxies or representatives they appoint understand that by  attending  the
          meeting  that  they  are expressly agreeing that they are willing to receive any  communications,
          including communications relating to the Company's securities, made at the meeting.

13.       No director has a service contract with the Company.

14.       A  copy of this notice and other information required by section 311A of the CA 2006 is published
          on the Company's website at http://www.avation.net/notices.html.

                          FORM OF PROXY FOR USE AT THE 6TH ANNUAL GENERAL MEETING
                                              OF AVATION PLC
                        TO BE HELD ON 12 DECEMBER 2011 AT 5.00 PM (SINGAPORE TIME)

Attention: Michelle Davies

The Registrar
Computershare Investor Services PLC
The Pavilions, Bridgwater Road
Bristol BS99 6ZY
United Kingdom

Fax:      [phone]

                      Before completing this form, please read the explanatory notes.

                              I/We ..........................................
                                              (block letters)

             being a member of Avation PLC (incorporated in England and Wales) hereby appoint

                           ........................ of ........................

                 or failing him/her, the Chairman of the annual general meeting (the AGM),
to attend, speak and vote on my/our behalf at the sixth Annual General Meeting of the Company to be held at
                          510 Thomson Road, #12-04 SLF Building, Singapore 298135
            on 12 December 2011 at 5.00 pm (Singapore Time) 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.                                Resolutions                                  For                           ForForFForFFAgainst   Abstain

       ORDINARY RESOLUTIONS

 1.    Receipt of Report and Accounts                                                                  

 2.    Approval of Remuneration Report                                                                 

 3.    Re-Election of Bryant James McLarty as a Director.                                              

 4.    Declaration of Final Dividend                                                                   

 5.    Re-Appointment of Messrs Kingston Smith LLP as Auditors                                         

 6.    Remuneration of Auditors                                                                        

 7.    Authority  to  Grant  Warrants and Allot  Shares  Pursuant  to                                  
       Exercise of Warrants

 8.    Authority to Allot Shares                                                                       

       SPECIAL RESOLUTIONS

 9.    Disapplication of Pre-Emption Rights                                                            

 10.   Share Buy Back Mandate                                                                          

 11.   Notice of General Meetings                                                                      

 Signed this              day of                            2011.

 Name of Shareholder

 Total Number of Ordinary Shares Held: _____________________

 Designation No. (if applicable) : ________________________

                                        NOTES TO THE FORM OF PROXY

1.        A member of the Company entitled to attend and vote at the AGM may appoint a proxy or proxies to
          attend  and  to  speak  and vote instead of him. A member may appoint more  than  one  proxy  in
          relation to the AGM provided that each proxy is appointed to exercise the rights attached  to  a
          different share or shares held by that member. A proxy need not be a member of the Company.

2.        This for use at the AGM should be completed, signed and returned to the Company's registrars (the
          Registrars)  at  The  Registrar, Computershare Investor Services PLC, The  Pavilions,  Bridgwater
          Road,  Bristol  BS99 6ZY, United Kingdom (if the form is posted outside the United  Kingdom,  you
          should  return  it in an envelope specifying "par avion" (airmail) using the Registrars'  address
          above).  It must arrive no later than 48 hours before the time of the AGM. Completion and  return
          of  the form of proxy will not prevent a shareholder from subsequently attending the meeting  and
          voting in person if they so wish.

3.        To  be effective, the instrument appointing a proxy, and any power of attorney or other authority
          under  which it is signed (or a copy of any such authority certified notarially or in some  other
          way  approved  by  the  directors),  must be deposited with  the  Registrars  at  The  Registrar,
          Computershare  Investor Services PLC, The Pavilions, Bridgwater Road, Bristol  BS99  6ZY,  United
          Kingdom no later than 48 hours before the time for holding the AGM (or adjourned meeting) or,  in
          the  case of a poll taken more than 48 hours after it is demanded, not less than 24 hours  before
          the time appointed for the taking of the poll at which it is to be used.

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.   All  members  are  entitled  to  attend  and vote at the AGM  and  ask  questions.  Pursuant  to
          regulation 41 of the Uncertificated Securities Regulations 2001, the Company has specified  that
          to  be entitled to attend and vote at the AGM (and for the purpose of determining the number  of
          votes they may cast), members must be entered on the register of members of the Company by  6:00
          pm  (UK  time) on 8 December 2011. If the meeting is adjourned then, to be so entitled,  members
          must  be  entered on the register of members of the Company at 6.00 pm (UK time) on the day  two
          days  before  the time fixed for the adjourned meeting, or, if the Company gives notice  of  the
          adjourned meeting, at any other time specified in that notice.

Avation plc