Avation plc
LSE : AVAP

November 27, 2008 06:31 ET

Notice of AGM

AVATION PLC

Company No. 5872328 (A Company Incorporated in England & Wales)

NOTICE OF 3rd ANNUAL GENERAL MEETING

(Sent to Members of the Company on 14th November 2008.)

NOTICE IS HEREBY GIVEN That the 3rd Annual General Meeting of shareholders of Avation PLC (the
"Company") will be held at Georgian House, 63 Coleman Street, London EC2R 5BB on Friday, 5th
December 2008 at 10.00 a.m. 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 2008.
                                                                                    (Resolution 1)
                                                                                                  
2. Re-election of Director retiring by rotation

To re-elect Mr. Andrew Charles Baudinette 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-election of Director retiring by rotation

To re-elect Mr. Bryant James McLarty who retires by rotation in accordance
with Article No. 114 of the Company's Articles of Association and who, being
eligible, offers himself for re-election.
                                                                                    (Resolution 3)
                                                                                                  
4. 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 4)
                                                                                                  
5. 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 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 2008, be approved and accordingly declared and that such dividend be paid on 5
January 2009 ("Payment Date") to the shareholders whose names appear in the Register of Members of
the Company on 11 December 2008 ("Associated Record Date") with an Ex Dividend Date of 9 December
2008.
                                                                                    (Resolution 5)
                                                                                                  
6. 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 persons or
entity as they may direct)                       No of Warrants to subscribe
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 the
stock exchange, on the business day of the passing of this resolution by shareholders;

b) 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 6)
As Special Business:

7. 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 market purchases (within the
meaning of Section 163 (3) of the Companies Act 1985) of ordinary shares ("Shares") in the issued
share capital of the Company not exceeding in aggregate 10% of the total number of Shares as at
the date of the passing of this Resolution 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) 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 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 pursuant of any such contract.

                                                                                    (Resolution 7)
                                                                                                  
8. To consider and if thought fit, to pass the following resolutions as Special Resolutions, with
or without modifications:

Amendment of Articles of Association

(a) New Definitions

That the Articles of Association be amended by inserting the following new definitions in Article
1:
                     "1985 Act"                                                           the
                                                                                   Companies Act
                                                                                   1985 to the
                                                                                   extent in force
                                                                                   from time to
                                                                                   time;

                     "2006 Act" the Companies Act 2006 to the extent in force from time to time;

                     "RelevantSituation"                                           has the meaning
                                                                                   given in
                                                                                   Article 134.1;

                     and deleting the existing definitions for "Act" and "Auditors" and replacing
                                                                                   them with the
                                                                                   following new
                                                                                   definitions:
                     "Act" the 1985 Act and the 2006 Act;

                     "Auditors" the auditors of the Company for the time being;"
                                                                                 (Resolution 8(a))
(b) New Interpretation Rules

That the Articles of Association be amended by deleting Article 2.12(d), (e), (f) and (g) and
inserting the following provisions:

(d) references to a document being 'executed' include references to its being executed under hand
or under seal or by any other method and, in the case of a communication in electronic form, are
to its being authenticated as  specified in the 2006 Act or in such manner as approved by the
Directors;

(e) the word 'including' shall be deemed to mean 'including (without limitation)' and any words
following shall not be construed as an exhaustive list or so as to limit the generality of the
wording preceding 'including';

(f) any words or expressions defined in the Companies Acts in force at the date when these
Articles or any part thereof are adopted shall bear the same meaning in these Articles or such
part (as the case may be);

(g) where for any purpose reference is made to an ordinary resolution of the Company, a special
resolution shall also be effective; and

(h) headings are inserted for convenience only and shall not affect the construction or
interpretation of these Articles.
                                                                                 (Resolution 8(b))
(c) Change to Method of Varying Rights

That the Articles of Association be amended by replacing Article 9 in its entirety with the
following provisions:

"Method of varying rights

9. Subject to the Companies Acts and the terms of their issue, all or any of the rights and
restrictions for the time being attached to any class of shares for the time being issued may from
time to time be varied, added to or abrogated by a special resolution passed at a separate meeting
of the holders of the relevant class of shares in accordance with the Companies Acts."

                                                                                   Resolution 8(c)
(d) Updated References to Statutory Provisions and Title

That the Articles of Association be amended in that Articles 33 and 101.1 be amended by replacing
the statutory provision reference contained therein to "section 793 of the 2006 Act" and that
Article 105 be amended by replacing the statutory provision reference contained therein to
"section 794 of the 2006 Act" and that Article 63 be amended by replacing the existing reference
to "Act" therein to "Companies Act".
                                                                                   Resolution 8(d)
(e) Power to Reduce Capital in accordance with Legislation

That the Articles of Association be amended by replacing Article 55 in its entirety with the
following provisions:

"Power to Reduce Capital

55. The Company may reduce its share capital in accordance with the
Companies Acts."
                                                                                   Resolution 8(e)
(f) Changed reference to Extraordinary Resolutions

That the Articles of Association be amended by replacing the existing reference "extraordinary
resolutions" to "special resolutions" within the text of Article 60.
                                                                                   Resolution 8(f)
(g) Abolition of Extraordinary Nature of General Meetings

That the Articles of Association be amended by deleting the word "extraordinary" whenever it
appears within the text of Articles 62, 63 and 68.
                                                                                   Resolution 8(g)
(h) Abolition of Notice for calling Meetings to pass Special Resolutions

That the Articles of Association be amended by replacing Article 65 in its entirety with the
following provisions:

"Period of notice

65. An annual general meeting shall be called by not less than twenty-one clear days' notice in
writing. A meeting other than an annual general meeting be called by not less than fourteen days'
clear notice in writing."
                                                                                   Resolution 8(h)
(i) Change to Right to Vote

That the Articles of Association be amended by replacing Article 82 in its entirety with the
following provisions:

"Right to vote

82. Save as otherwise provided in these Articles and subject to any special terms as to voting
upon which any shares may be issued or may for the time being be held at a general meeting, on a
show of hands every Member who is present in person or by proxy and is entitled to vote in his own
right and the duly authorised representative of one or more corporations shall have one vote, and
on a poll every Member who is present in person or by proxy shall have one vote for each share of
which he is the holder."

                                                                                   Resolution 8(i)

(j) No Casting Vote by Chairman at General Meetings

That the Articles of Association be amended by replacing Article 92 in its entirety with the
following provisions:

"No casting vote of chairman

92. In the case of an equality of votes at a general meeting, whether on a show of hands or on a
poll, the chairman of the meeting shall not be entitled to a second or casting vote."

                                                                                   Resolution 8(j)

(k) Abolition of Members' Written Resolution

That the Articles of Association be amended by deleting Article 94 in its entirety.

                                                                                   Resolution 8(k)
(l) Increased number of Corporate Representatives

That the Articles of Association be amended by replacing Article 100 in its entirety with the
following provisions:

"CORPORATIONS ACTING BY REPRESENTATIVES

100. Any corporation which is a member of the Company may, by resolution of its directors or other
governing body, authorise such person or persons as it thinks fit to act as its representative at
any meeting of the Company, or at any meeting of any class of members of the Company, and the
person or persons so authorised shall be entitled to exercise the same powers on behalf of the
corporation which he represents as that corporation could exercise if it were an individual member
of the Company save that a Director, the Secretary or other person authorised for the purpose by
the Secretary may require such person to produce a certified copy of the resolution of
authorisation before permitting him to exercise his powers. The grantor shall for the purposes of
these Articles be deemed to be present in person at any such meeting if a person so authorised is
present at it. Where more than one person is authorised to act as a representative by a
corporation pursuant to this Article, they can all speak at the meeting and any one of them may
exercise any powers which the shareholder appointing him would have if it were an individual
shareholder.

However, if they exercise any power in different ways the power shall be treated as if it had not
been exercised."
                                                                                   Resolution 8(l)
(m) Additional Age Limit for Directors

That the Articles of Association be amended by replacing Article 112.1 in its entirety with the
following provisions:

"Subject to the provisions of the Companies Acts, a person shall not be appointed as a Director
if, at the time when the appointment would take effect, he would have attained the age of 70 or be
under the age of 16. A Director shall vacate his office at the conclusion of the annual general
meeting of the Company which next follows his attaining the age of 70; but acts done by a person
as Director are valid notwithstanding that it is afterwards discovered that, by reason of this
Article, he should not have been appointed or his appointment had terminated."

                                                                                   Resolution 8(m)

(n) Management & Resolution of Directors' Conflict of Interest

That the Articles of Association be amended by replacing Articles 132.3 and 134 in their entirety
with the following provisions:

"132.3...A Director of the Company may be or become a director or other officer of, or otherwise
interested in, any company promoted by the Company or in which the Company may be interested, and
shall not be liable to account to the Company or the Members for any remuneration, profit or other
benefit received by him as a director or officer of or from his interest in such other company.
Where such interest constitutes a Relevant Situation, such Relevant Situation shall be deemed to
have been authorised pursuant to section 175 of the 2006 Act. The Board may also cause the voting
power conferred by the shares in any other company held or owned by the Company to be exercised in
such manner in all respects as it thinks fit, including exercise in favour of any resolution
appointing the Directors or any of them to be directors or officers of such other company, or
voting or providing for the payment of remuneration to the directors or officers of such other
company.

Directors interests etc

134.1 If a situation arises in which a Director has, or can have, an interest that conflicts, or
possibly may conflict, with the interests of the Company (a "Relevant Situation") the Directors
may, for the purposes of section 175 of the 2006 Act, resolve to authorise:

(a) if a Relevant Situation arises from the appointment or proposed appointment of a person as a
Director of the Company, the appointment of the Director and the Relevant Situation, subject to
any limits or conditions which the directors may determine; or (b) if the Relevant Situation
arises in circumstances other than as set out in Article 134.1(a), the Relevant Situation and the
continuing performance by the Director of his duties, subject to any limits or conditions which
the Directors may determine, and any such authorisation will be subject only to any limits or
conditions which the Directors expressly impose.

134.2 The interested Director, and any other Director with a similar interest, cannot vote, or be
counted in the quorum, on a resolution to authorise his interest under Article 134.1.

134.3 Any reference in Article 134.1 to a conflict of interest includes a conflict of interest and
duty and a conflict of duties. 134.4 Any limits or conditions determined by the Directors under
Article 134.1 may be imposed at the time of authorisation or may be imposed or varied subsequently
and may include (without limitation):

(a) whether the interested Director(s) may vote (or be counted in the quorum at a meeting) in
relation to any resolution relating to the Relevant Situation;

(b) the exclusion of the interested Director(s) from all information and discussion by the company
of the Relevant Situation; and

(c) the imposition of a specific duty of confidentiality for any confidential information of the
company relating to the Relevant Situation.

134.5 An interested Director must act in accordance with any limits or obligations imposed by the
Directors under Article 134.1.

134.6 Subject to Article 134.2, any authorisation under Article 134.1 shall be dealt with in the
same way as any other matter that may be decided by the Directors under these Articles.

134.7 Any authorisation of a Relevant Situation given by the Directors under article 134.1 may
provide that, where the interested Director obtains (other than through his position as a director
of the Company) information that is confidential to a third party, he will not be obliged to
disclose it to the Company or to use it in relation to the Company's affairs in circumstances
where to do so would amount to a breach of that confidence.

134.8 Whilst there is a Relevant Situation, the general duties which the interested Director owes
to the Company under sections 171 to 177 of the 2006 Act will not be infringed if he:

(a) absents himself from meetings of the Directors or from the discussion of any matter at a
meeting relating to the Relevant Situation; and/or (b) makes arrangements for papers to be
received and read by a professional adviser on his behalf which may relate to the Relevant
Situation; and/or (c) behaves in any other way authorised by any guidance which may be issued by
the Directors from time to time.

134.9 Subject to the provisions of the Companies Acts and to Article 0, no Director or proposed or
intending Director shall be disqualified by his office from contracting with the Company, either
with regard to his tenure of any office or employment or as vendor, purchaser or in any other
manner whatever, nor shall any such contract or any other contract or arrangement in which any
Director is in any way interested be liable to be avoided, nor shall any Director so contracting
or being so interested be liable to account to the Company or the Members for any remuneration,
profit or other benefit realised by any such contract or arrangement by reason of such Director
holding that office or of the fiduciary relationship thereby established or to vacate the office
of Director.

134.10 A Director who to his knowledge is in any way, whether directly or indirectly, interested
in a contract or arrangement or proposed contract or arrangement with the Company shall declare
the nature and extent of his interest at the meeting of the Board at which the question of
entering into the contract or arrangement is first taken into consideration, if he knows his
interest then exists, or in any other case at the first meeting of the Board after he knows that
he is or has become so interested. A declaration of interest may also be made in writing in
accordance with the provisions of section 185 of the 2006 Act. For the purposes of this Article, a
general notice to the Board by a Director to the effect that:-

(a) he is a member of a specified company or firm and is to be regarded as interested in any
contract or arrangement which may after the date of the notice be made with that company or firm,
or

(b) he is to be regarded as interested in any contract or arrangement which may after the date of
the notice be made with a specified person who is connected with him within the meaning of the
Act, shall be deemed to be a sufficient declaration of interest under this Article in relation to
any such contract or arrangement; provided that no such notice shall be effective unless either it
is given at a meeting of the Board or otherwise in accordance with section 185 of the 2006 Act.

134.11 Subject to the provisions of the Companies Acts, and provided that he has disclosed to the
Board the nature and extent of any material interest of his, a Director, notwithstanding his
office:

(a) may be a party to, or otherwise interested in, any transaction or arrangement with the Company
or in which the Company is otherwise interested;

(b) may be a Director or other officer of, or employed by, or a party to any transaction or
arrangement with, or otherwise interested in, any body corporate promoted by the Company or in
which the Company is otherwise interested; and

(c) shall not, by reason of his office, be accountable to the Company for any benefit which he
derives from any such office or employment or from any such transaction or arrangement or from any
interest in any such body corporate and no such transaction or arrangement shall be liable to be
avoided on the ground of any such interest or benefit.

134.12 Save as otherwise provided by the Articles, a Director shall not vote at a meeting of
Directors or of a committee of Directors on any resolution concerning a matter in which he has,
directly or indirectly, an interest or duty which is material and which conflicts or may conflict
with the interests of the Company unless his interest or duty arises only because the case falls
within one or more of the following paragraphs:

(a) the giving to him of a guarantee, security, or indemnity in respect of money lent to or an
obligation incurred by him for the benefit of the Company or any of its subsidiary undertakings;

(b) the giving to a third party of a guarantee, security, or indemnity in respect of an obligation
of the Company or any of its subsidiary undertakings for which the Director has assumed
responsibility in whole or part and whether alone or jointly with others under a guarantee or
indemnity or by the giving of security;

(c) his interest arises by virtue of his subscribing or agreeing to subscribe for any shares,
debentures or other securities of the Company or any of its subsidiary undertakings, or by virtue
of his being, or intending to become, a participant in the underwriting or sub-underwriting of an
offer of any such shares, debentures, or other securities by the Company or any of its subsidiary
undertakings for subscription, purchase or exchange;

(d) the resolution relates in any way to any proposal concerning a retirement, death or disability
benefits scheme or a share option scheme, share incentive scheme or profit-sharing scheme which
either relates to both employees and Directors and/or directors of any subsidiary undertaking and
does not provide to any Director as such any privilege or advantage not accorded to the employees
to whom such scheme or fund relates or has been approved by or is conditional on approval by the
Inland Revenue for tax purposes;

(e) a contract, arrangement, transaction or proposal concerning any other body corporate in which
he or any person connected with him is interested, directly or indirectly, and whether as an
officer, shareholder, creditor or otherwise, if he and any persons connected with him do not to
his knowledge hold an interest representing one per cent. or more of either any class of the
equity share capital of such body corporate (or any other body corporate through which his
interest is derived) or of the voting rights available to members of the relevant body corporate
(any such interest being deemed for the purpose of this Article to be a material interest in all
circumstances);

(f) any proposal concerning an insurance which the Company is empowered to purchase and/or
maintain for the benefit of and against any liability incurred by any Directors or persons who
include the Directors.

For the purposes of this Article, an interest of a person who is, for any purpose of the Act
(excluding any statutory modification thereof not in force when this Article becomes binding on
the Company), connected with a Director shall be treated as an interest of the Director and, in
relation to an alternate Director, an interest of his appointor shall be treated as an interest of
the alternate Director without prejudice to any interest which the alternate Director has
otherwise.

134.13 If any question arises at any meeting of the Board as to the entitlement of any Director
(other than the chairman) to vote or be counted in the quorum and the question is not resolved by
his voluntarily agreeing to abstain from voting or not to be counted in the quorum, it shall be
referred to the chairman of the meeting and his ruling in relation to such other Director shall be
final and conclusive except in a case where the nature or extent of the interest of the Director
concerned (as known to such Director) has not been fairly disclosed to the chairman of the
meeting. If any question as aforesaid shall arise in respect of the chairman of the meeting the
question shall be decided by a resolution of the Board (for which purpose such chairman shall be
counted in the quorum but shall not vote on the issue). Such resolution shall be final and
conclusive except in the case where the nature or extent of the interest of such chairman as known
to such chairman has not been fairly disclosed to the Board.

134.14 The Company may by ordinary resolution suspend or relax to any extent, either generally or
in respect of any particular matter, any provision of the Articles prohibiting a Director from
voting at a meeting of Directors or of a committee of Directors.

                                                                                   Resolution 8(n)

(o) Change to Statutory References in relation to Powers to Borrow

That the Articles of Association be amended by replacing Article 44 in its entirety with the
following provisions:

"Power to borrow

144. Subject as provided in Article 145 and subject to the Companies Acts, the Board may exercise
all the powers of the Company to borrow money and to mortgage or charge its undertaking, property
and assets (present or future) and uncalled capital or any part thereof and (subject to section 80
of the 1985 Act, to the extent that it is in force from time to time, and section 551 of the 2006
Act from the time that it comes into force) to issue debentures and other securities, whether
outright or as collateral security for any debt, liability or obligation of the Company or of any
third party."

                                                                                   Resolution 8(o)

(p) Deemed Agreement to Access Notices on Website

That the Articles of Association be amended by replacing Article 189.2(a) in its entirety with the
following provisions:

(a) the Company and the Member have agreed to the Member having access to the notice or document
on a website (instead of it being sent to him) or such agreement has been deemed to have been
given by the Member pursuant to Schedule 5 of the 2006 Act;"

                                                                                   Resolution 8(p)

(q) Company Rules for Service to be Subordinate to Legislation

That the Articles of Association be amended by inserting the words "Subject to the Companies Act,"
at the commencement of Article 195.

                                                                                   Resolution 8(q)

(r) Abolition of Liquidator's Powers to Distribute in specie

That the Articles of Association be amended by deleting Article 205 in its entirety.

                                                                                   Resolution 8(r)
(s) Extension of Indemnity

That the Articles of Association be amended by replacing Article 207 in its entirety with the
following provisions:

"Indemnity

207. Subject to the provisions of and so far as may be consistent with the Companies Acts, to the
extent that proceeds of any insurance policy against any such liability as is referred to in
Article 206 are insufficient to meet such liability in full, every Director, Executive Director,
manager, officer and Auditor of the Company shall be entitled to be indemnified out of the funds
of the Company against all costs, charges, losses, expenses and liabilities incurred by him in the
execution and/or discharge of his duties and/or the exercise of his powers and/or otherwise in
relation to or in connection with his duties, powers or office including (without prejudice to the
generality of the foregoing) any liability incurred by him in defending any proceedings, whether
civil or criminal, or any investigations or actions of a regulatory authority as referred to in
section 206 of the 2006 Act which relate to anything done or omitted or alleged to have been done
or omitted by him as an officer or employee of the Company in which judgment is given in his
favour or he is acquitted."

                                                                                   Resolution 8(s)

(t) Additional Statutory Support for Employee Benefits

That the Articles of Association be amended by replacing Article 209 in its entirety
with the following provisions:

"Section 719 of the 1985 Act and section 247 of the 2006 Act

209. Pursuant to section 719 of the 1985 Act, to the extent that it is in force from time to time,
and section 247 of the 2006 Act from the time that it comes into force, the Board is hereby
authorised to make such provision as may seem appropriate for the benefit of any person employed
or formerly employed by the Company or any of its subsidiary undertakings in connection with the
cessation or the transfer to any person of the whole or part of the undertaking of the Company or
any subsidiary undertaking. Any provision shall be made by a resolution of the Board in accordance
with the Companies Acts."

                                                                                   Resolution 8(t)

Dated this 14th day of November 2008

By Order of the Board

Siobhan Cool

Company Secretary

* * * *

Explanatory Notes on the proposed changes to

Amend the Articles of Association (Resolution 8):

1. General

The proposed amendments to the Articles of Association reflect recent changes in the law following
parts of the new Companies Act 2006 coming into force. Certain provisions in the current Articles
of Association ("Current Articles"), which replicate provisions contained in the Companies Act
2006 are removed in the new Articles of Association ("New Articles"), or amended to bring them
into line with the Companies Act 2006. Examples include provisions as to the form of resolutions,
the variation of class rights and provisions regarding the period of notice required to convene
general meetings. The main changes made to reflect this approach are detailed below.

2. Form of resolution

The Current Articles contain a provision that, where for any purpose an ordinary resolution is
required, a special, written or extraordinary resolution is also effective and where an
extraordinary resolution is required a special resolution is also effective. This provision is
being amended as the concept of extraordinary resolutions has not been retained and public
companies cannot pass written resolutions under the Companies Act 2006.

3. Variation of class rights

The Current Articles contain provisions regarding the variation of class rights. The proceedings
and specific quorum requirements for a meeting convened to vary class rights are contained in the
Companies Act 2006. The relevant provisions have therefore been amended in the New Articles.

4. Convening extraordinary and annual general meetings

The provisions in the Current Articles dealing with the convening of general meetings and the
length of notice required to convene general meetings are being removed in the New Articles
because the relevant matters are provided for in the Companies Act 2006. In particular a general
meeting (other than the annual general meeting) to consider a special resolution can be convened
on 14 days' notice whereas previously 21 days' notice was required.

5. Votes of members

Under the Companies Act 2006 proxies are entitled to vote on a show of hands whereas under the
Current Articles proxies are only entitled to vote on a poll. Multiple proxies may be appointed
provided that each proxy is appointed to exercise the rights attached to a different share held by
the shareholder. Multiple corporate representatives may be appointed (but if they purport to
exercise their rights in different ways, then the power is treated as not being exercised). The
New Articles reflect all of these new provisions.

6. Chairman's casting vote

Under the Companies Act 2006, there is no longer any provision for the chairman of the general
meeting to have an additional casting vote in the event of equality of votes.

Therefore, a simple majority will always be required to pass an ordinary resolution.

7. Written resolutions

Under the Companies Act 2006, a public company is no longer permitted to pass resolutions by way
of written resolution. A general meeting will be required in all cases. The provisions in the
Current Articles relating to written resolutions have been removed from the New Articles.

8. Conflicts of interest

The Companies Act 2006 sets out director's general duties, which largely codify the existing law
but with some changes. Under the Companies Act 2006, from 1 October 2008 a director must avoid a
situation where he has, or can have, a direct or indirect interest that conflicts, or possibly may
conflict with the company's interests. The requirement is very broad and could apply, for example,
if a director becomes a director of another company or a trustee of another organisation. The
Companies Act 2006 allows directors of public companies to authorise conflicts and potential
conflicts, where appropriate, where the articles of association contain a provision to this
effect. The Companies Act 2006 also allows the articles of association to contain other provisions
for dealing with directors' conflicts of interest to avoid a breach of duty. The New Articles give
the directors authority to approve such situations and to include other provisions to allow
conflicts of interest to be dealt with in a similar way to the current position. There are
safeguards, which will apply when directors decide whether to authorise a conflict or potential
conflict. First, only directors who have no interest in the matter being considered will be able
to take the relevant decision, and secondly, in taking the decision the directors must act in a
way they consider, in good faith, will be most likely to promote the company's success. The
directors will be able to impose limits or conditions when giving authorisation if they think this
is appropriate. It is also proposed that the New Articles should contain provisions relating to
confidential information, attendance at board meetings and availability of board papers to protect
a director being in breach of duty if a conflict or potential conflict of interest arises. These
provisions will only apply where the position that gives rise to the potential conflict has
previously been authorised by the directors.

9. Distribution of assets otherwise than in cash

The Current Articles contain provisions dealing with the distribution of assets in kind in the
event of the Company going into liquidation. These provisions have been removed in the New
Articles on the grounds that a provision about the powers of liquidators is a matter for
insolvency law rather than the articles and that the Insolvency Act 1986 confers powers on the
liquidator which would enable it to do what is envisaged by the Current Articles.

10. Electronic and web communications

The relevant provisions have been updated to bring them into line with the 2006 Act.

11. Directors' indemnities and loans to fund expenditure

The Companies Act 2006 has in some areas widened the scope of the powers of a company to indemnify
directors and to fund expenditure incurred in connection with certain actions against directors.
In addition, the existing exemption allowing a company to provide money for the purpose of funding
a director's defence in court proceedings now expressly covers regulatory proceedings and applies
to associated companies.

ENDS

Enquiries:

Avation PLC                                          07783 942 553
Jeff Chatfield, Chairman

A full copy of the annual report and this notice and proxy forms can be found on the Company's
website www.avation.net

Advisor                                               0207 628 1128
Frank Lucas, Loeb Aron & Company

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  • Avation plc