Avation plc
LSE : AVAP

November 30, 2009 05:20 ET

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.

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