Air Touring Group plc
LSE : ATGO

November 21, 2008 11:37 ET

Notice of General Meeting

                                                                                                          21/11/2008
                                                                                           GB00B1FYZ312/GBP/PLUS-exn

                                               AIR TOURING GROUP PLC
                                                         
                                                  (the "Company")
                                                         
                                             NOTICE OF GENERAL MEETING
                                                         
                           NOTICE IS HEREBY GIVEN THAT A GENERAL MEETING OF THE COMPANY
                                                         
                                                  WILL BE HELD AT
                                                         
                          BUILDINGS 204/5, BIGGIN HILL AIRPORT, WESTERHAM, KENT TN16 3BN
                                                         
                                       ON MONDAY 8 DECEMBER 2008 AT 1200 hrs

The meeting will be held in order to consider and, if thought fit, pass resolution 1 as an ordinary resolution and
resolutions 2 and 3 as special resolutions.

Ordinary resolution

1.      That  the  directors  be  generally and unconditionally authorised, pursuant to  and  in  accordance  with
        section 80 of the Companies Act 1985 (the "Act"), to exercise all the powers of the Company to allot relevant
        securities up to an aggregate nominal amount of £250,000 such authority to expire on the date which is 24  
        months after the passing of this resolution unless previously renewed, varied or revoked by the Company in 
        general meeting (provided that the Company may before such expiry make an offer to agreement which would or 
        might require such relevant securities to be allotted after such expiry and the directors may allot relevant  
        securities pursuant to  such offer or agreement as if the authority conferred hereby had not expired) and so  
        that all previous authorities given by the Company in general meeting pursuant to section 80 of the Act are 
        revoked (save to the extent relied upon prior to the passing of this resolution).
        
Special resolutions

2.      That,  conditional  on  the  passing of the previous resolution, the directors be  empowered,  during  the
        period expiring on the date 24 months after the passing of this resolution unless previously renewed, varied or
        revoked by the Company in general meeting, to allot or make offers or agreements to allot equity securities (as
        defined in section 94 of the Act) pursuant to the authority granted by resolution 1 above as if section 89(1) 
        of the Act did not apply to any such allotment, provided that this power shall be limited to the allotment of 
        equity securities up to an aggregate nominal amount of £250,000.
        
3.      That  the  Articles  of Association contained in the document produced to the meeting and  signed  by  the
        Chairman for the purpose of identification be approved and adopted as the new Articles of Association of the
        Company in substitution for, and to the exclusion of the existing Articles of Association, with effect from the
        conclusion of the meeting.
        
Note    The principal changes introduced to the Articles of Association are set out in Appendix 1.


BY ORDER OF THE BOARD                                                    20 November 2008

Bernard Cheong
Company Secretary
Buildings 204/5
Biggin Hill Airport
Westerham
Kent
TN16 3BN
NOTES:

1.      Shareholders  entitled to attend and vote at the meeting may appoint a proxy or proxies to  attend,  speak
        and vote on their behalf.  A shareholder may appoint more than one proxy in relation to the General Meeting
        provided that each proxy is appointed to exercise the rights attached to a different share or shares held by 
        that shareholder.  A proxy need not be a member of the Company.  To appoint more than one proxy you may 
        photocopy the Proxy Form which accompanies this notice.  Investors who hold their shares through a nominee may 
        wish to attend the meeting as a proxy, or to arrange for someone else to do so for them, in which case they 
        should discuss this with their nominee or stockbroker.  Shareholders are invited to complete and return the 
        enclosed Proxy Form. Completion  of the Proxy Form will not prevent a shareholder from attending and voting at 
        the meeting if subsequently he/she finds they are able to do so.  To be valid, completed Proxy Forms must be 
        received at the registered office of the Company at  204 / 205 Biggin Hill Airport, Kent, TN16 3BN, by not   
        later than 12 noon on 6 December 2008 being 48 hours prior to the time fixed for the meeting) or, in the case 
        of an adjournment, as at 48 hours prior to the time of the adjourned meeting.

2.      Representatives  of shareholders which are corporations attending the meeting should produce  evidence  of
        their appointment by an instrument executed in accordance with section 36A of the Act or signed on behalf of 
        the corporation by a duly authorised officer or agent and in accordance with articles 73 and 74 of the 
        Company's Articles of Association.

3.      The  Company, pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, specifies  that
        only those holders of Ordinary Shares registered in the register of members of the Company at 12 noon on 6
        December 2008 (being 48 hours prior to the time fixed for the meeting) shall be entitled to attend and vote at 
        the meeting in respect of such number of shares registered in their name at that time.  Changes to entries in 
        the register of members after 12 noon on 6 December 2008 shall be disregarded in determining the rights of any 
        person to attend or vote at the meeting.

4.      A  copy  of  the company's current and proposed Articles of Association, will be available for  inspection
        during  usual business hours on any weekday (Saturday and Public Holidays excluded) at St Helen's  Capital
        Plc  15  St Helen's Place, London EC3A 6DE until the date of the General Meeting and at the place  of  the
        meeting for 15 minutes prior and until the termination of the meeting.

Appendix 1

                                     EXPLANATORY NOTES OF PRINCIPAL CHANGES TO
                                       THE COMPANY'S ARTICLES OF ASSOCIATION

1.      ARTICLES WHICH DUPLICATE STATUTORY PROVISIONS

        Provisions in the current Articles which replicate provisions contained in the Companies Act 1985  are  in
        the  main  amended  to bring them into line with the Companies Act 2006 or remove them  from  the  amended
        Articles to avoid duplication.  Certain examples of such provisions 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 or extraordinary resolution is also effective.  This provision is being amended as the  concept
        of  extraordinary  resolutions has not been retained under the Companies  Act  2006.   All  references  to
        extraordinary resolutions have therefore been removed from the amended Articles.

3.      CONVENING ANNUAL GENERAL MEETINGS AND OTHER 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 amended to conform  to  new  provisions  in  the
        Companies  Act  2006.   In  particular, a general meeting other than an  Annual  General  Meeting  can  be
        convened  on  not less than 14 days' notice whereas previously not less than 21 days' notice was  required
        if the general meeting was to consider a special resolution.

4.      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.  The
        amended Articles reflect all of these new provisions.

        The  time  limits  for  the appointment or termination of a proxy appointment have  been  altered  in  the
        Companies  Act 2006 so that articles of association cannot provide that they should be received more  than
        48  hours  before  the meeting or in the case of a poll taken more than 48 hours after the  meeting,  more
        than  24  hours  before  the time for taking of a poll, with weekends and bank holidays  permitted  to  be
        excluded.  The amended Articles have been updated to reflect this.
        
        The  amended  Articles also remove the right of the Chairman of a general meeting to  exercise  a  casting
        vote.
        
5.      CONFLICTS OF INTEREST

        The  Companies Act 2006 sets out directors' 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 amended 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 second, 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  amended Articles should contain  provisions  relating  to  confidential
        information,  attendance  at board meetings and availability of board papers to protect  a  director  from
        being  in  breach  of  duty  if a conflict of interest or potential conflict of  interest  arises.   These
        provisions  will  only apply where the position giving rise to the potential conflict has previously  been
        authorised by the directors.

6.      NOTICE OF BOARD MEETINGS

        Under  the  current Articles, when a director is abroad he is not entitled to receive notice while  he  is
        away.   This  provision has been removed, as modern communications mean that there may  be  no  particular
        obstacle  to  giving  notice  to  a director who is abroad.  It has been  replaced  with  a  more  general
        provision  that a director shall be served notice when he has given an address in the UK for  service  and
        in the case of notices in electronic form, an email address.

7.      RETIREMENT BY ROTATION

        The  current Articles contain an obligation on one third of the Directors to retire at each AGM.  This has
        been  replaced with an obligation that any Director should offer themselves for re-election at least  once
        every  three  years,  which  matches  the obligation in the Combined Code  for  all  directors  to  submit
        themselves for re-election at regular intervals and at least every three years.

8.      ORDERLY CONDUCT OF MEETINGS
        
        A  provision has been added to the new Articles to facilitate the orderly conduct of general meetings.  It
        allows  the chairman of the meeting to take such action as he sees fit to allow the meeting to be  run  in
        good order.

9.      GENERAL

        Generally the opportunity has been taken to bring clearer language into the new Articles.


Company Number: 05822095
                                               AIR TOURING GROUP PLC

                                                    PROXY FORM
                                                         
                           FOR USE BY SHAREHOLDERS AT THE GENERAL MEETING TO BE HELD AT
                          BUILDINGS 204/5, BIGGIN HILL AIRPORT, WESTERHAM, KENT TN16 3BN
                                      ON MONDAY, 8 DECEMBER 2008 AT 1200 hrs



I/We

(see note 1) (Block Capitals)

being a member/members of the above named Company, hereby appoint



(see note 2)_______________________________________________ /the Chairman of the meeting*
(*delete or insert name of proxy as appropriate)

as  my/our proxy to attend, speak and vote for me/us on my/our behalf at the General Meeting of the Company to  be
held  at Buildings 204/5, Biggin Hill Airport, Westerham, Kent TN16 3BN on 8 December 2008 at 1200 hrs and at  any
adjournment thereof, and I/we direct the proxy to vote in respect of the resolutions to be proposed at the meeting
as indicated below.

Please indicate with an X in the spaces below how you wish your votes to be cast. (see note 3)

RESOLUTIONS                                                                      FOR            AGAINST        WITHHELD
1.  To authorise the directors to exercise all powers of the Company to allot                                 
relevant securities pursuant to Section 80 of the Companies Act 1985.

2.  To empower the directors to allot equity securities (within the meaning of                                
section 94 of the Companies Act 1985) as if section 89(1) of the said Act
did not apply.

3.  To adopt new Articles of Association.                                                                     


Signature(s)                                                                   Date:
(see note 4)

Notes
1.  Members' full names as registered should be stated, including account designations if any. The names of  all
    joint holders should be stated (but see also note 4).

2.  Shareholders entitled to attend and vote at the meeting may appoint a proxy or proxies to attend, speak  and
    vote  on  their  behalf.  A shareholder 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
    shareholder.   A  proxy  need  not be a member of the Company.  To appoint  more  than  one  proxy  you  may
    photocopy  the  Form  of  Proxy which accompanies this notice.  Investors who hold their  shares  through  a
    nominee  may  wish to attend the meeting as a proxy, or to arrange for someone else to do so  for  them,  in
    which  case  they  should  discuss  this with their nominee or stockbroker.   Shareholders  are  invited  to
    complete  and  return the enclosed Proxy Form.  Completion of the Proxy Form will not prevent a  shareholder
    from  attending and voting at the meeting if subsequently he/she finds they are able to do so.  If  a  proxy
    is  appointed  the  procedures set out in these notes and the Form of Proxy issued by the  Company  must  be
    used.

3.  A  vote  withheld is not a vote in law which means that the vote will not be counted in the  calculation  of
    votes  for or against the resolution. Where no voting indication is given the proxy will vote or abstain  at
    his/her discretion.

4.  This  form  of proxy must be signed by the appointer or his/her attorney duly authorised in writing  or,  if
    the  appointer  is a corporation, either under its common seal or under the hand of an officer  or  attorney
    duly  authorised on its behalf.  In the case of joint holders the signature of any one holder is sufficient.
    If  more  than one joint holder is present at the meeting, whether in person or by proxy, the  vote  of  the
    first  named standing in the register of members will be accepted to the exclusion of the votes of the other
    registered holders.

5.  Representatives of shareholders which are corporations attending the meeting should produce evidence of  their
    appointment  by an instrument executed in accordance with section 36A of the Act or signed on  behalf  of  the
    corporation  by a duly authorised officer or agent and in accordance with articles 73 and 74 of the  Company's
    articles of association.

6.  To  be  valid, completed Proxy Forms must be received at the registered office of the Company, at  204/  205
    Biggin  Hill Airport, Kent TN16 3BN, by not later than 12 noon on 6 December 2008 (being 48 hours  prior  to
    the  time fixed for the meeting) or, in the case of an adjournment, as at 48 hours prior to the time of  the
    adjourned meeting.

7.  The  Company,  pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001,  specifies  that
    only  those holders of Ordinary Shares registered in the register of members of the Company at 12 noon on  6
    December 2008 (being 48 hours prior to the time fixed for the meeting) shall be entitled to attend and  vote
    at  the  meeting  in  respect of such number of shares registered in their name at that  time.   Changes  to
    entries in the register of members after 12 noon on 6 December 2008 shall be disregarded in determining  the
    rights of any person to attend or vote at the meeting.


The Directors of the issuer accept responsibility for this announcement.


Enquiries:
Michael Pearce
Chief Executive
Air Touring Group plc
Tel: 01959 579 710


Bernard Cheong,
Company Secretary
Air Touring Group plc
Tel: 01959 579 710

Duncan Vasey
St Helens Capital plc
Tel: 0207 628 5582


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