Avia : Notice on convocation of the Extraordinary General Meeting of Shareholders

NOTICE ON EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

AB 'Avia Solutions Group'-Notice on convocation of theExtraordinary General Meeting of Shareholders

The ExtraordinaryGeneral Meeting (the 'Meeting') of AB 'Avia Solutions Group'(public limited liability company, legal entity code 302541648, registered address at Smolensko g. 10-100, Vilnius, the Republic of Lithuania) (the 'Company') will be held at the headquarters of the Company at Smolensko g. 10-100, Vilnius, the Republic of Lithuania, at 10.00 a.m. on 28 December 2018. Registration will take place from 9.30 a.m. till 10.00 a.m.

The Meeting is convened by initiative and decision of the Board of the Company.

The record day of the Meeting is 18 December 2018. Only those persons have the right to participate and vote at the Meeting, who will be the shareholders of the Company at the close of the record day of the Meeting, or their authorised persons, or persons, with whom an agreement on transfer of voting right is concluded.

Agenda of the Meeting:

1. Regarding approval of reorganisation of the Company.

Draft resolutions proposed to the Meeting:

1. To approve the following decisions regarding reorganisation of the Company:

1.1. To approve the reorganisation of AB 'Avia Solutions Group'by the way of cross-border merger, upon which AB 'Avia Solutions Group', which will cease to exist after the reorganisation, will be merged with AVIA SOLUTIONS GROUP (CY) PLC(having its registered office at: 28 Oktovriou, 1, ENGOMI BUSINESS CENTER BLC E, Flat/Office 111, Egkomi, 2414, Nicosia, Republic of Cyprus; company number: HE 380586; data collected and stored in the Register of Companies of the Republic of Cyprus), which will continue its activities upon the reorganisation;1.2. To delegate to the Board of AB 'Avia Solutions Group' to prepare the Terms of Reorganisation of AB 'Avia Solutions Group'and AVIA SOLUTIONS GROUP (CY) PLCand the Bylaws of AVIA SOLUTIONS GROUP (CY) PLC(which will continue its activities upon the reorganisation), as well as to perform any other actions related to the reorganisation assigned to the competence of the Board by laws and regulations;

1.3. To delegate to the manager of AB 'Avia Solutions Group' to make a public notice of the prepared Terms of Reorganisation in the daily indicated in the Bylaws and to inform all the creditors about them in writing, as well as to perform any other actions related to the reorganisation assigned to the competence of the manager by laws and regulations.

The total number of the Company's shares of EUR 0.29 par value each and the number of shares granting voting rights during the General Meeting of Shareholders amounts to 7,777,777. ISIN code of the Company's shares is LT0000128381.

Shareholders of the Company that will hold the shares through securities accounts maintained by the participants of the National Depositary for Securities in Poland will be given the opportunity to participate in and vote at the Meeting, either by proxy or personally, by requesting the participant of the National Depositary for Securities in Poland (i.e. brokerage firm where the shareholder holds its shares), to register him/her/it for the Meeting. This request should be submitted before or on the record date of the Meeting.

A person attending the Meeting and having a voting right must bring with him/her a person's identification document. A person who is not a shareholder must additionally produce a document confirming his/her right to vote at the Meeting.

Each shareholder shall have a right, in the manner established by the law, to authorise another (natural or legal) person on his/her behalf to attend and vote at the Meeting. At the Meeting, an authorised person shall have the same rights as would be held by the shareholder or shareholders represented by him/her, unless the authorised person's rights are limited by the power of attorney or by the law. The authorised person must provide a power of attorney certified in the manner established by the law. A power of attorney issued in a foreign state must be translated into Lithuanian and legalised in the manner established by the law. The Company does not establish special form of power of attorney.

A shareholder or a person authorised by him/her shall have a right to vote in writing in advance by filling in the General Voting Ballot. The sample of General Voting Ballot is provided as an attachment to this notification andon the Company's website atwww.aviasg.com under the heading 'Investor Relations'. The General Voting Ballot, duly filled in and signed by the shareholder or a person, having a voting right, and the document confirming the voting right (if any) must be submitted to the Company in writing not later than on the last business day before the Meeting by sending them by registered mail to AB 'Avia Solutions Group', Smolensko g. 10-100, LT-03201 Vilnius, the Republic of Lithuania. The Company is not providing the possibility to attend and vote at the Meeting through electronic means of communication.

The shareholders holding shares that grant at least 1/20 of all votes shall have the right of proposing to supplement the agenda of the Meeting. Draft decisions on the proposed issues shall be submitted together with the proposal or, if the decisions do not need to be approved, explanations on each proposed issue of the Meeting shall be presented. Proposal to supplement the agenda must be presented in writing by sending it by registered mail to AB 'Avia Solutions Group', Smolensko g. 10-100, LT-03201 Vilnius, the Republic of Lithuania. The agenda will be supplemented if the proposal is received not later than 14 days before the Meeting.

At any time before the Meeting or during the Meeting, the shareholders holding shares that grant at least 1/20 of all votes shall have the right of proposing draft resolutions on the issues already included or to be included in the agenda of the Meeting. The proposed draft decisions must be presented in writing by sending them by registered mail to AB 'Avia Solutions Group', Smolensko g. 10-100, LT-03201 Vilnius, the Republic of Lithuania.

The shareholders shall have the right to present questions related to the agenda issues of the Meeting to the Company in advance in writing, by providing the shareholder's (natural or legal persons) personal identification number, the natural persons consent to process personal data - personal identification number, in the letter and by sending it by registered mail. The Company undertakes to respond if the questions are received not later than 3 business days before the Meeting. Responses of a general character shall be posted on the Company's websitewww.aviasg.com under the heading 'Investor Relations'. The Company will not respond personally to the shareholder if the respective information is posted on the Company's website.

The shareholders could get familiarised with the documents possessed by the Company related to the agenda of the Meeting, including draft resolutions, and other documents to be submitted to the Meeting as well as to get information regarding execution of the shareholders' rights at the headquarters of AB 'Avia Solutions Group', Smolensko g. 10-100, Vilnius, the Republic of Lithuania, or on the Company's website atwww.aviasg.com under the heading 'Investor Relations'.

Additional information is provided on the Company's web sitewww.aviasg.com

Annexes:

1. General voting ballot

AB 'Avia Solutions Group'
General Manager
Jonas Janukėnas