Avation plc
LSE : AVAP

February 24, 2011 10:51 ET

Notice of EGM

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.  If you are in any doubt as to the action
you  should  take, you should seek your own personal financial advice from your stockbroker, bank  manager,
solicitor or other financial adviser authorised under the Financial Services and Markets Act 2000.

If  you  sell or have sold or otherwise transferred all of your ordinary shares, please send this document,
form  of  proxy  and/or  voting instruction form at once to the purchaser or transferee  or  to  the  bank,
stockbroker  or  other agent through whom or by whom the sale or transfer was made,  for  delivery  to  the
purchaser or transferee.

This document comprises a Circular relating to Avation PLC prepared in accordance with the Listing Rules of
the  United  Kingdom  Listing  Authority. This Circular has not been approved  by  the  Financial  Services
Authority.

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                                                AVATION PLC
              (Incorporated and registered in England and Wales with company number 5872328)
                                                     
                                                     
                                         Notice of General Meeting
                                                     
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The  contents of this Circular relate only to the proposed subject matter of the resolutions to be proposed
pursuant to the Notice of General Meeting seeking shareholder approval of the proposed change.

A  notice convening a General Meeting of the Company to be held at the offices of Speechly Bircham  LLP,  6
New  Street  Square,  London EC4A 3LX at 5 p.m. on 18 March 2011 is set out at the end  of  this  document.
Shareholders  will find attached to this document a Form of Proxy for use in connection  with  the  General
Meeting. The attached Form of Proxy for use at the General Meeting should be completed, signed and returned
to  The  Registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99  6ZY,
United  Kingdom, in accordance with the instructions printed thereon as soon as possible and  to  be  valid
must arrive not later than 48 hours before the time fixed for the General Meeting. The return of a Form  of
Proxy will not preclude a member from attending, speaking or voting in person at the General Meeting should
they so wish.

This  Circular and Notice of General Meeting does not constitute or form part of an offer or invitation  to
sell  or  issue,  or  any  solicitation of any offer to purchase or subscribe for, any  securities  of  the
Company,  nor  shall  any part of it nor the fact of its distribution form part  of  or  be  relied  on  in
connection  with  any  contract  or investment relating thereto, nor does it  constitute  a  recommendation
regarding the securities of the Company.

                                         LETTER FROM THE CHAIRMAN
                                                     
                                                AVATION PLC
             (incorporated and registered in England and Wales with registered number 5872328)

Directors                                                                        Registered office
Robert Jeffries Chatfield (Chairman)                                             Georgian House
Andrew Charles Baudinette                                                        63 Coleman Street
Bryant James McLarty                                                             London
                                                                                 EC2R 5BB
                                                                                                           
                                                                                           24 February 2011

To  the  holders  of  ordinary shares and, for information purposes only, to the  holders  of  warrants  to
subscribe for ordinary shares

Dear Shareholder

                 Approval of the Directors' authority to allot equity securities for cash
                             Approval of disapplication of pre-emption rights
                                Adoption of the new Articles of Association
                                         Notice of General Meeting

Virgin Blue
On  10  January  2011,  the  Company  entered into an agreement ("ARAN Agreement")  with  Skywest  Airlines
(Australia)  Pty  Ltd  ("Skywest") and Virgin Blue to provide a fleet of up to 18 new aircraft  which  will
operate  primarily along the length of the eastern coast of Australia. Skywest proposes  to  provide  "wet-
lease" services to Virgin Blue.

The Directors anticipate that as part of the funding required in respect of the purchase by the Company  of
aircraft to be leased to Virgin Blue pursuant to the ARAN Agreement, it will need to raise finance  through
the allotment of new ordinary shares for cash in the Company.

Consideration of listing on the Australian Securities Exchange (ASX)
The  Company has considered proposals for a listing of its securities on the ASX and the Directors  believe
that  enabling  the Company's securities to be traded both on the London Stock Exchange  and  the  ASX  may
potentially be beneficial to Shareholders.

The  Company will make a further announcement should the Directors decide to take any steps to commence the
process for admission to the ASX.

Authority to allot shares and authority to allot equity securities for cash
The  Directors believe it is important to maintain a level of headroom in respect of the number  of  shares
they  are  authorised  to allot from time to time in respect of the funding requirements  relating  to  the
purchase  of new aircraft. Accordingly, Resolution 1 will be proposed as an ordinary resolution to  provide
the  Directors  with authority to allot relevant securities (within the meaning of the Companies  Act  2006
(the  "CA 2006")) up to an aggregate nominal amount of £500,000, enabling the Directors to allot up  to  50
million new ordinary shares.

In  order to provide the Directors with the power to allot equity securities (as defined by section 560  of
the  CA  2006)  for cash without first offering those equity securities to Shareholders in accordance  with
section  561(1)  of  the  CA 2006, Resolution 2 (which is subject to Resolution 1  being  passed)  will  be
proposed as a special resolution to provide the Directors (in addition to their existing authorities)  with
authority to allot equity securities as if section 561(1) of the CA 2006 did not apply to such allotments.

Articles of Association
In  view  of the considerations with regard to a potential listing of the Company's securities on the  ASX,
the  Directors  consider it prudent to make amendments to the Articles of Association which, amongst  other
things,  would  enable  the  Company's  ordinary shares to be traded  on  the  ASX  (via  chess  depository
interests). The changes are summarised in the Appendix to this circular.

ASX  approval of the proposed changes should not be taken as an indication that the ASX has or will approve
the listing of the Company on the ASX nor that the directors have made any decision to pursue a listing  on
the ASX.

Further  consequential  amendments are also proposed to be made to the Articles of  Association  to  update
these in line with the authority to allot shares and disapplication of pre-emption rights proposed pursuant
to Resolution 1 and Resolution 2.

A  draft of the new Articles of Association proposed to be adopted pursuant to Resolution 3 together with a
marked-up  version against the Company's current Articles of Association will be available at the Company's
registered office and on its website at:
http://www.avation.net/constitutional.html

Proposed changes to the Company's Memorandum of Association to take advantage of the provisions of CA  2006
are also summarised in the Appendix.

Reduced Notice Period for General Meetings
Resolution  4,  which  is a special resolution, will enable the Company to reduce  the  notice  period  for
general meetings (other than annual general meetings) to 14 days, whereas otherwise the requirements of The
Companies  (Shareholders' Rights) Regulations 2009 would require general meeting to be  held  on  21  days'
notice.

Notice of General Meeting
You  will find set out at the end of this document, a notice convening a general meeting of the Company  to
be  held at the offices of Speechly Bircham LLP, 6 New Street Square, London EC4A 3LX at 5 p.m. on 18 March
2011.

Resolution  4,  which  is a special resolution, will enable the Company to reduce  the  notice  period  for
general meetings (other than annual general meetings) to 14 days, whereas otherwise the requirements of The
Companies  (Shareholders' Rights) Regulations 2009 would require a general meeting to be held on  21  days'
notice.

Action to be taken
You  will  find  attached to this document a Form of Proxy for use by Shareholders at the General  Meeting.
Whether  or  not you intend to be present at the General Meeting, you are requested to complete and  return
the  Form  of  Proxy in accordance with the instructions printed thereon. To be valid, completed  Forms  of
Proxy  must  be  received by The Registrar, Computershare Investor Services PLC, The Pavilions,  Bridgwater
Road,  Bristol BS99 6ZY as soon as possible and in any event not later than 5 p.m. on 16 March 2011,  being
48  hours before the time appointed for holding the General Meeting. Completion of a Form of Proxy will not
preclude you from attending the meeting and speaking and voting in person if you so choose.

Recommendation
The  Directors consider that the passing of the resolutions is likely to promote the success of the Company
and is in the best interests of the Company and its shareholders as a whole.

Accordingly,  the  Board unanimously recommends that shareholders vote in favour of the resolutions  to  be
proposed  at  the  General  Meeting. Those Directors who hold shares  intend  to  vote  in  favour  of  the
resolutions  in  respect  of their holdings of ordinary shares amounting to 7,390,512  ordinary  shares  in
aggregate (representing approximately 25.9% of the issued ordinary share capital of the Company as  at  the
date of this document).

Yours faithfully


Robert Jeffries Chatfield
Chairman
                                                 APPENDIX
                                                     
                             Summary of changes to the Articles of Association
                                                     
The proposed changes to the Articles of Association are intended to align the provisions of the Articles of
Association with the listing rules of the ASX (the "ASX Listing Rules").  The main changes include:

1.        The addition of an article providing that any act prohibited by the ASX Listing Rules must not be
          undertaken and any act required to be done by the ASX Listing Rules will be taken to be authorised by the
          Articles of Association.  In the event of inconsistencies between the ASX Listing Rules and the Articles of
          Association, the Articles of Association will be deemed not to contain the inconsistent provision.  A
          number of provisions have also been specified to be subject to the ASX Listing Rules or amended to reflect
          the approach required by the ASX Listing Rules.

2.        The  addition  of  an article specifying that holders of depository interests will  have  certain
          proxy voting rights in respect of the ordinary shares underlying their depository interests.  Depository
          interests are the interests expected to be traded on the ASX if the Company is listed on the ASX, with each
          depository interest being an interest in one underlying ordinary share.

3.        A  change  to  the forfeiture article so that forfeitures of shares must now be approved  by  the
          holders of ordinary shares (rather than the Directors).

4.        The  addition  of  an article relating to unmarketable parcels of shares, which will  enable  the
          Directors to sell unmarketable parcels provided that they first notify the holder and the holder does not
          advise the Company that it wishes to retain those shares.

5.        The  deletion of the article granting the Directors general and unconditional authority to  allot
          shares of the Company.

6.        The  deletion of the article relating to the waiver of pre-emption rights on the issue of  shares
          of the Company.

                            Summary of changes to the Memorandum of Association
                                                     
7.        The  provisions regulating the operations of the Company are currently set out in  the  Company's
          Memorandum and Articles. The Company's Memorandum contains, among other things, the objects clause which
          sets out the scope of the activities the Company is authorised to undertake. This is drafted to give a wide
          scope.

8.        The  CA 2006 significantly reduces the constitutional significance of a company's memorandum. The
          CA 2006 provides that a memorandum will record only the names of subscribers and the number of shares each
          subscriber has agreed to take in the company. Under the CA 2006, the objects clause and all other
          provisions which are contained in a company's memorandum, for existing companies are deemed to be contained
          in a company's Articles of Association but the company can remove these provisions by special resolution.

9.        Further,  the  CA  2006  states that unless a company's articles provide otherwise,  a  company's
          objects are unrestricted. This abolishes the need for companies to have objects clauses. For this reason
          the Company is proposing to remove its objects clause together with all other provisions of its memorandum
          which, by virtue of the CA 2006, are treated as forming part of the Company's Articles of Association.
          Resolution 3 confirms the removal of these provisions for the Company. As the effect of this resolution
          will be to remove the statement currently in the Company's Memorandum of Association regarding limited
          liability, the New Articles also contain an express statement regarding the limited liability  of
          Shareholders.


                                                AVATION PLC
              (Incorporated and registered in England and Wales with company number 5872328)
                                         Notice of General Meeting
                                                     
Notice  is  hereby  given that a General Meeting of shareholders will be held at the  offices  of  Speechly
Bircham  LLP,  6  New Street Square, London EC4A 3LX at 5 p.m. (GMT) on 18 March 2011 for  the  purpose  of
considering and, if thought fit, passing the following resolutions which, in the case of Resolution 1  will
be  proposed  as  an ordinary resolution, and, in the case of Resolutions 2, 3 and 4, will be  proposed  as
special resolutions:

ORDINARY RESOLUTION

1.        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 £500,000, provided that the authority hereby conferred shall:

          (a)    operate  in  substitution for and to the exclusion of any previous authority given  to  the
                 Directors pursuant to section 80 of the Companies Act 1985 or section 551 of the CA 2006;
          
          (b)    be  exercised  only in connection with any of the allotments contemplated in  resolution  2
                 below; and
          
          (c)    expire on whichever is earlier of the conclusion of the next Annual General Meeting of  the
                 Company  or  the  date falling 15 months from the date of the passing of  this  resolution
                 unless  such  authority is renewed, varied, or revoked by the Company in general  meeting,
                 save  that  the Company may before such expiry make an offer or agreement which  would  or
                 might  require  shares in the Company to be allotted, or rights to  subscribe  for  or  to
                 convert  any security into shares in the Company to be granted, after such expiry and  the
                 Directors  may allot shares in the Company in pursuance of such offer or agreement  as  if
                 the authority hereby conferred had not expired.
          
SPECIAL RESOLUTIONS

2.        That,  subject  to  the  passing of Resolution 1 above, the Directors  be  and  they  are  hereby
          empowered pursuant to sections 570 and 573 of the CA 2006 to allot equity securities (as defined in section
          560 of the CA 2006) for cash as if section 561(1) of the CA 2006 did not apply to any such allotment
          pursuant to the general authority conferred on them by Resolution 1 above (as varied from time to time by
          the Company in general meeting) and/or by way of a sale of treasury shares PROVIDED THAT such power shall
          be limited to:

          (a)   the allotment of equity securities in connection with an offer of equity securities:
          
                 (i)     to  the holders of ordinary shares in proportion (as nearly as may be practicable)
                         to their respective holdings;  and
                 
                 (ii)    to  holders  of  other  equity  securities as required  by  the  rights  of  those
                         securities or as the Directors otherwise consider necessary,
                 
                 but  subject to such exclusions or other arrangements as the Directors may deem  necessary
                 or  expedient in relation to treasury shares, fractional entitlements, record dates, legal
                 or  practical  problems in or under the laws of any territory or the requirements  of  any
                 regulatory body or stock exchange; and
          
          (b)   the  allotment (otherwise than pursuant to paragraph 2(a) above) of equity securities up to
                an aggregate nominal amount of £500,000;
          
          and  the  power  hereby conferred shall operate in substitution for and to the exclusion  of  any
          previous  power  given  to  the Directors pursuant to section 95 of the  Companies  Act  1985  or
          sections 570 or 573 of the CA 2006 and shall expire on whichever is the earlier of the conclusion
          of  the next Annual General Meeting of the Company or the date falling 15 months from the date of
          the  passing  of this resolution unless such power is renewed or extended prior  to  or  at  such
          meeting,  except that the Company may before the expiry of any power contained in this resolution
          make  an  offer or agreement which would or might require equity securities to be allotted  after
          such expiry and the Directors may allot equity securities in pursuance of such offer or agreement
          as if the power conferred hereby had not expired.
          
3.        That  the  Company's  current  Articles of Association be hereby  amended  by  deleting  all  the
          provisions of the Company's current Memorandum of Association which, by virtue of section 28 of the CA
          2006, are to be treated as provisions of the Company's existing Articles of Association and the new
          Articles of Association of the Company, initialled by the Chairman for identification purposes only, be
          adopted in substitution for and to the exclusion of the Company's existing Articles of Association.

4.        That, in accordance with section 307A of the CA 2006, the Company be authorised to call a general
          meeting of the shareholders, other than an annual general meeting, on not less than 14 clear days' notice.

By order of the Board

Company Secretary
AVATION PLC
24 February 2011

Notes to Notice of General Meeting

1.   A  member  of the Company entitled to attend and vote at the General Meeting 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 General Meeting 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 General Meeting should be completed, signed and returned  to
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 Registrar's address above).  It must arrive no  later  than  48
hours  before the time of the General Meeting.  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 Company's registrars, The Registrar,  Computershare  Investor
Services  PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY not less than 48 hours before the time  for
holding  the  meeting 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.  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.

5.  All members are entitled to attend and vote at the General Meeting and ask questions. The right to vote
at the meeting will be determined by reference to the Register of Members as at 5 p.m. 23 February 2011.

6.  Any person to whom this Notice is sent who is a person nominated under Section 146 of the Companies Act
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.

7.  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.

8.  Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company has  specified
that  to  be  entitled to attend and vote at the General Meeting (and for the purpose  of  determining  the
number  of votes they may cast), members must be entered on the Register of Members by 6.00pm on  16  March
2011.  If  the  meeting is adjourned then, to be so entitled, members must be entered on  the  Register  of
Members  at 6.00pm 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.

9.  As  at  23  February 2011 (the latest practicable date prior to the publication of this  document)  the
Company's  issued ordinary share capital consisted of 28,532,220 ordinary shares carrying  one  vote  each.
Therefore, the total number of voting rights in the Company as at 23 February 2011 was 28,532,220.

10. 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.

11.  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.

12. No Director has a service contract with the Company.

13.  A draft of the new Articles of Association is available for inspection at the registered office of the
Company,  Georgian  House, 63 Coleman Street, London EC2R 5BB during usual business hours  on  any  weekday
(Saturdays, Sundays and public holidays excluded) from the date of this Notice until the conclusion of  the
General  Meeting and will be available for inspection at the place of the General Meeting for at  least  15
minutes  prior to and during the General Meeting. Furthermore, the draft of the new Articles of Association
will be available at the Company's website: http://www.avation.net/constitutional.html.

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

Registered office:
Georgian House
63 Coleman Street
London
EC2R 5BB
                                 
                                PROXY FORM FOR USE AT THE GENERAL MEETING
                                      OF SHAREHOLDERS OF AVATION PLC
                            TO BE HELD ON FRIDAY, 18 MARCH 2011 AT 5.00PM (GMT)

Attention: Ms Michelle Davies
The Registrar
Computershare Investor Services PLC
The Pavilions, Bridgwater Road
BRISTOL BS99 6ZY
United Kingdom

Fax:     +44 (0) 870 7036116
         
         ** Before completing this form, please read the Notes to Notice of General Meeting **
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I/We
    ------------------------------------------------------------------------------------------
                                              (Block Letters)
being a member of AVATION PLC (incorporated in the England and Wales) hereby appoint

---------------------------------------------------- of --------------------------------------
or failing him/her, the Chairman of the General Meeting, to attend, speak and vote on my/our behalf at the
General Meeting of the Company to be held on Friday, 18 March, 2011 at the offices of Speechly Bircham  LLP
situated at 6 New Street Square, London EC4A 3LX at 5.00pm (GMT) 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 must be 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.

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 No.                          Ordinary Resolution                                 For    Against   Abstain
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  1.    Authority to Allot Shares
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                              Special Resolutions
                              ------------------- 
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  2.    Authority  to  Allot  Equity  Securities  for  Cash  and  Approval  of                           
        Disapplication of Pre-emption Rights
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  3.    Adoption of New Articles of Association                                                          
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  4.    Authority to call General Meetings on 14 days' notice                                            
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 Signed this              day of                            2011.
            -------------       ----------------------------
 
 ----------------------------------------
 Name of Shareholder
 Total Number of Ordinary Shares Held: 
                                      --------------------
 Designation No. (if applicable) :
                                  ------------------------
 

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