BBA AVIATION PLC ( Incorporated and registered in England with - - PDF document

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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, fund manager, solicitor, accountant or other appropriate independent financial adviser duly authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser. If you sell or have sold or otherwise transferred all of your Ordinary Shares, please forward this document, together with the accompanying documents as soon as possible to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected, for delivery to the purchaser or the transferee. If you sell or have sold or otherwise transferred only part of your holding of Ordinary Shares, you should retain this document and the accompanying documents and consult with the bank, stockbroker or other agent through whom the sale or transfer was effected as to the action you should take. Any person (including, without limitation, custodians, nominees, and trustees) who may have a contractual or legal

• bligation or may otherwise intend to forward this document to any jurisdiction outside the United Kingdom should seek

appropriate advice before taking any such action. The distribution of this document and any accompanying documents into jurisdictions other than the United Kingdom may be restricted by law. Any person not in the United Kingdom into whose possession this document and any accompanying documents come, should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

BBA AVIATION PLC (Incorporated and registered in England with registered number 53688) (the “Company”) Special Dividend of 80.71 cents per Existing Ordinary Share, Share Consolidation, Change of Name and Notice of General Meeting

Please read the whole of this document. Your attention is drawn to the letter from the Chairman of the Company which is set out in Part I (Letter from the Chairman) of this document and which contains the unanimous recommendation from the Board that you vote in favour of the Resolutions to be proposed at the General Meeting referred to below. Notice of the General Meeting of the Company to be held at BBA Aviation plc, 3rd Floor, 105 Wigmore Street, London, W1U 1QY at 9.00 a.m. on 22 November 2019 is set out at the end of this document. Whether or not you intend to attend the General Meeting in person, to be valid, you are requested to submit your vote electronically by logging on to www.signalshares.com, so as to be received no later than 9.00 a.m. on 20 November 2019 (or, in the case of an adjournment, not later than 48 hours (excluding non-business days) before the time fixed for the holding of the adjourned meeting). If you hold Ordinary Shares in CREST, you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to the Registrar, Link Asset Services (CREST participant ID RA 10), so that it is received by no later than 9.00 a.m. on 20 November 2019 (or, in the case of an adjournment, not later than 48 hours (excluding non-business days) before the time fixed for the holding of the adjourned meeting). Registration of your proxy vote, completion and return of a hard copy Form of Proxy, the submission of a CREST Proxy Instruction or the electronic registration of a proxy appointment, will not preclude you from attending and voting in person at the General Meeting, or any adjournment thereof, if you wish to do so and are so entitled. In the event that you do require a hard copy Form of Proxy, or you do not know your Investor Code, you will be able to request this from our registrar, Link Asset Services, by calling them on 0871 664 0391, or, if calling from overseas, on +44 (0) 371 664 0391. Calls cost 12p per minute plus your phone company’s access charge; calls from outside the UK will be charged at the applicable international rate. Link Asset Services are open between 9.00 a.m. – 5.30 p.m. (London Time), Monday to Friday excluding public holidays in England and Wales. Application will be made to the UK Listing Authority for the New Ordinary Shares arising from the proposed consolidation

• f the Company’s ordinary share capital to be admitted to the premium listing segment of the Official List and to the London

Stock Exchange for the New Ordinary Shares to be admitted to trading on the London Stock Exchange’s main market for listed securities. It is expected that dealings in the Existing Ordinary Shares will continue until 4.30 p.m. on 22 November 2019 and that Admission of the New Ordinary Shares will become effective and dealings for normal settlement will commence by or as soon as practicable after 8.00 a.m. on 25 November 2019. The contents of this document have not been reviewed by any regulatory authority in the United Kingdom, the United States or any other jurisdiction. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice. This document is dated 1 November 2019.

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PRESENTATION OF INFORMATION FORWARD-LOOKING STATEMENTS This document includes statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms anticipates, believes, could, estimates, expects, intends, may, plans, projects, should or will, or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this document and include, but are not limited to, statements regarding BBA Aviation plc and its intentions, beliefs or current expectations concerning, among other things, the business, results of operations, prospects, growth and strategies of the Group. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and

• circumstances. Forward-looking statements are not guarantees of future performance and the actual results of operations
• f the Group, and the developments in the industries in which it operates, may differ materially from those described in,
• r suggested by, the forward-looking statements contained in this document. In addition, even if the results of operations
• f the Group and the developments in the industries in which it operates are consistent with the forward-looking statements

contained in this document, those results or developments may not be indicative of results or developments in subsequent

• periods. A number of factors could cause results and developments to differ materially from those expressed or implied

by the forward-looking statements including, without limitation, general economic and business conditions, industry trends, competition, changes in law and regulation, currency fluctuations, changes in business strategy and political and economic uncertainty. Forward-looking statements may, and often do, differ materially from actual results. Any forward-looking statements in this document reflect BBA Aviation plc’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group and its operations, results of operations and growth strategy. Other than in accordance with its legal or regulatory obligations (including under the Listing Rules, the Disclosure Guidance and Transparency Rules and the Prospectus Regulation Rules), BBA Aviation plc is not under any obligation and BBA Aviation plc expressly disclaims any intention or obligation (to the maximum extent permitted by law) to update

• r revise any forward-looking statements, whether as a result of new information, future events or otherwise.

PRESENTATION OF CURRENCIES Unless otherwise indicated, all references to “GBP”, “£”, “pounds”, “sterling”, or “pounds sterling” are to the lawful currency

• f the United Kingdom and all references to “USD”, “$”, “U.S.$”, “U.S. dollars” or “United States dollars” are to the lawful

currency of the United States. ROUNDING Percentages in tables have been rounded and accordingly may not add up to 100 per cent. Certain financial data have also been rounded. As a result of this rounding, the totals of data presented in this document may vary slightly from the actual arithmetic totals of such data. DEFINITIONS Certain terms used in this document, including capitalised terms and certain technical terms, are defined and explained in Part III (Definitions) of this document. NO PROFIT FORECAST OR ESTIMATES Unless otherwise stated, no statement in this document is intended as a profit forecast or estimate for any period and no statement in this document should be interpreted to mean that earnings, earnings per share or income, cash flow from

• perations or free cash flow for the Group for the current or future financial years would necessarily match or exceed the

historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Group. NO OFFER OR SOLICITATION This document is not a prospectus and it does not constitute or form part of any offer or invitation to purchase, acquire, subscribe for, sell, dispose of or issue, or any solicitation of any offer to sell, dispose of, purchase, acquire or subscribe for, any security.

CONTENTS Page EXPECTED TIMETABLE OF PRINCIPAL EVENTS 2 PART I – LETTER FROM THE CHAIRMAN 3 PART II – DETAILS OF THE SPECIAL DIVIDEND AND SHARE CONSOLIDATION 8 PART III – DEFINITIONS 18 NOTICE OF GENERAL MEETING 24

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EXPECTED TIMETABLE OF PRINCIPAL EVENTS Publication and posting of this document, including the Notice of General Meeting 1 November 2019 Latest time and date for receipt of Forms of Proxy, CREST Proxy Instructions and electronic registration

• f a proxy appointment

9.00 a.m. on 20 November 2019 Record time for entitlement to vote at the General Meeting Close of business on 20 November 2019 General Meeting 9.00 a.m. on 22 November 2019 Latest time of dealings in Existing Ordinary Shares 4.30 p.m. on 22 November 2019 Record Date for entitlement to the Special Dividend and for the Share Consolidation 6.00 p.m. on 22 November 2019 Currency election date 6.00p.m. on 22 November 2019 Ordinary Shares marked ex-Special Dividend 25 November 2019 Commencement of dealings in New Ordinary Shares (after Share Consolidation) By or as soon as practicable after 8.00 a.m. on 25 November 2019 CREST accounts credited with New Ordinary Shares (after Share Consolidation) 25 November 2019 RNS announcement of currency conversion rate 2 December 2019 Despatch of share certificates in respect of New Ordinary Shares No later than 6 December 2019 Payment of the Special Dividend to Shareholders 13 December 2019 Notes to expected timetable Each of the times and dates in the table above are indicative only and may be subject to change by the Company. In the event of any such change, details of the new times will be notified to Shareholders by announcement through a Regulatory Information Service. Unless otherwise specified, all references to times are to London times. All the events in the table following the General Meeting are conditional upon approval of Resolution 1 in the Notice of General Meeting. All events in the table from Admission of the New Ordinary Shares are also conditional upon Admission occurring.

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PART I – LETTER FROM THE CHAIRMAN BBA AVIATION PLC (Incorporated and registered in England with No. 53688) Directors Sir Nigel Rudd Mark Johnstone David Crook Peter Ventress Amee Chande Wayne Edmunds Peter Edwards Emma Gilthorpe Vicky Jarman Stephen King Registered Office 105 Wigmore Street London W1U 1QY 1 November 2019 Dear shareholder, Special Dividend of 80.71 cents per Existing Ordinary Share, Share Consolidation, Change of Name and Notice of General Meeting 1. Introduction The disposal of Ontic to Bleriot US Bidco Inc., an entity controlled by CVC Fund Vll, for total cash consideration of $1,365 million, subject to post-Completion adjustments, completed on 31 October 2019 and the proceeds from the Transaction have been received by the Company. The Transaction was first announced on 30 July 2019 and was subsequently approved by Shareholders at a general meeting held on 28 August 2019. The previously announced disposal price of $1,365 million is subject to certain price adjustments including cash and debt-like items at Completion, resulting in effective proceeds of $1,321 million. Out of these proceeds, the Company intends to repay $250 million of bank debt, has paid $32 million in USPP make-whole costs, and has agreed to upfront contributions totalling approximately $39 million (being the US dollar equivalent of £30 million) to the BBA Income and Protection Plan, in consideration of the Pension Scheme Trustee releasing the security which it held over certain

• f Ontic’s assets. There will also be further payments in respect of tax and customary transaction
• fees. Taking account of these deployments, the Company is planning to return $835 million to

Shareholders, an amount which is at the top end of the range guided at the point the Transaction was announced on 30 July 2019. The reduction in indebtedness will help ensure that the net debt

• f the Group remains near the lower end of the stated target range of net debt to underlying

adjusted EBITDA of 2.5 to 3.0 times on a covenant basis at 31 December 2019, following Completion.

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The Board has approved the return of this amount to Shareholders, representing a return of 80.71 cents per Existing Ordinary Share, equivalent to approximately 21% of the Existing Ordinary Share price as at the Latest Practicable Date. Given the significant quantum of the Special Dividend in relation to the total market value of the Company, it is also proposed that the Company effects the Share Consolidation to ensure that the quoted market price for Ordinary Shares is comparable before and after the payment of the Special Dividend and the Share Consolidation. The purpose of this document is to provide you with information on the Special Dividend and Share Consolidation and to explain why the Directors believe the Special Dividend and Share Consolidation are in the best interests of shareholders as a whole. The Directors unanimously recommend that Shareholders vote in favour of the Resolutions at the General Meeting, as the Directors intend to do in respect of their aggregate shareholdings in the Company representing 0.068 per cent. of the total voting rights in the Company as at the Latest Practicable Date. Shareholders should read the whole of this document and not only rely on the summarised information set out in this letter. Shareholders will find definitions for capitalised terms used in this letter and the rest of this document in Part III (Definitions) of this document. 2. Special Dividend and Share Consolidation The proposed return of value will be structured as a special dividend of 80.71 cents per Existing Ordinary Share and an associated consolidation of Existing Ordinary Shares on the basis of 4 New Ordinary Shares with nominal value of 3717/84 pence for every 5 Existing Ordinary Shares. Resolution 1 in the Notice of General Meeting seeks Shareholder approval for the Share

• Consolidation. If Shareholders approve the Share Consolidation, the Special Dividend will be

paid on 13 December 2019 to those Shareholders on the register of members at 6.00 p.m. on 22 November 2019, with an ex-dividend date of 25 November 2019. As is common when an amount representing a significant proportion of the market capitalisation

• f a company is returned to shareholders, the Board recommends that the Special Dividend is

combined with the Share Consolidation. The Share Consolidation is intended, so far as possible, to maintain the comparability of the Company’s share price and per-share metrics before and after the Special Dividend to reflect the value that will be returned to shareholders. The total amount of the Special Dividend is equivalent to approximately 21% of the market capitalisation of the Company as at the Latest Practicable Date. The effect of the Share Consolidation will be to reduce the number of ordinary shares outstanding by approximately the same percentage. It is anticipated, therefore, that the market price of each Ordinary Share should remain at a broadly similar level following the Special Dividend and the Share Consolidation. Shareholders will still hold the same proportion of the Company’s ordinary share capital as before the Share Consolidation (subject to any fractional entitlements, which will be dealt with in accordance with the process described in Paragraph 2 of Part II of this document). Although the New Ordinary Shares will have a different nominal value, they will carry equivalent rights under the Articles of Association to the Existing Ordinary Shares.

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If Resolution 1 is not passed, the Special Dividend will not be paid and the Share Consolidation will not take place. Further detail on the Special Dividend and the Share Consolidation is set out in Part II of this Circular. 3. Authority to purchase own shares In addition, Shareholder approval will also be sought at the General Meeting to enable the Company to make market purchases of its own shares under Resolution 2. The purpose of Resolution 2, which is conditional on the Share Consolidation, is to grant the equivalent authority to make market purchases of New Ordinary Shares following the Share Consolidation as was granted at the Company’s most recent AGM on 10 May 2019. Further details regarding Resolution 2 are set out in paragraph 5 of Part II (Details of the Special Dividend and the Share Consolidation). 4. BBA Share Plans A summary of the potential consequences of the Special Dividend and the Share Consolidation for participants in the BBA Share Plans is set out in paragraph 7 of Part II (Details of the Special Dividend and the Share Consolidation). 5. Taxation A summary of the expected tax treatment of the Special Dividend and the Share Consolidation under UK tax law and certain US federal income tax consequences of the Special Dividend and the Share Consolidation is set out in paragraph 8 of Part II (Details of the Special Dividend and Share Consolidation) of this document. Shareholders should carefully consider the disclaimers contained therein. 6. Proposed name change to “Signature Aviation plc” The Board has resolved to change the Company’s name to “Signature Aviation plc” (the “Change

• f Name”).

Reasons for the Change of Name Following Completion of the Ontic disposal and having regard to the on-going process to dispose

• f the ERO business, it is expected that the Group will from that point comprise predominantly

the market-leading Signature business. The Board believes that the predominant focus of the Group on Signature, the leading global FBO and service provider to the business and general aviation industry, which is a highly cash generative business, will be recognised and appreciated by shareholders and the equity market as a whole. Therefore, the Board believes that changing the Company’s name to “Signature Aviation plc” will better align it with the Company’s most significant brand in its core market. In addition it will create a stronger and clearer connection of the brand to shareholders and other stakeholders.

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Effects of the Change of Name The Company’s Articles of Association give the Directors the authority to approve a change in the Company’s name by resolution of the Board. The Board has unanimously carried such a resolution and, in order to make the change effective, intends to apply to Companies House for the new name to be entered on the register and a new certificate of incorporation to be issued. It is intended that the Change of Name will come into effect on or around 25 November 2019. The intended effective date of the Change of Name has been chosen to align as closely as possible with the start of trading of the New Ordinary Shares. The Change of Name will not affect any rights of shareholders. Any existing share certificates will be unaffected by the Change of Name, however, certificates issued as consequence of the Share Consolidation and any other certificates issued following the Change of Name will reflect the Change of Name. The Company’s ticker will change to “SIG” and the Company’s current ISIN and SEDOL will change due to the Share Consolidation and the issuance of the New Ordinary Shares. The Company’s shares will remain listed on the London Stock Exchange and the Company will remain a member of the FTSE 250. The Company’s website will change to www.signatureaviation.com. All of these changes will be effective as soon as practically possible after the Change of Name has been implemented. 7. Dividend Policy Signature’s free cash generative characteristics allow it to sustain a progressive dividend policy and the potential for ongoing returns of capital, surplus to the investment requirements of the Signature business, while maintaining a strong balance sheet within the target leverage range on a covenant basis. Our progressive dividend policy is based on a dividend per share basis and the directors intend to continue following this policy once the proposed Share Consolidation has been completed, with the dividend per share for the New Ordinary Shares being progressive relative to the dividend per share for the Existing Ordinary Shares. The policy excludes the special dividend of 80.71 cents per share described in this document. 8. General Meeting The Share Consolidation is conditional upon approval of Shareholders at the General Meeting and a notice convening the General Meeting to be held at BBA Aviation plc, 3rd Floor, 105 Wigmore Street, London, W1U 1QY at 9.00 a.m. on 22 November 2019 is set out on page 24 of this

• document. The Resolutions will be proposed at that meeting for Shareholders to approve the

Share Consolidation and the Share Buyback Authority. 9. Action to be taken In April 2019, shareholders were notified that the Company will no longer be sending hard copy Forms of Proxy. Whether or not you intend to attend the General Meeting in person, you are requested to submit your vote electronically by logging on to www.signalshares.com, to be received as soon as possible and, in any event, by no later than 9.00 a.m. on 20 November 2019

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(or, in the case of an adjournment, not later than 48 hours (excluding non-business days) before the time fixed for the holding of the adjourned meeting). In the event that you do require a hard copy Form of Proxy, or you do not know your Investor Code, you will be able to request this from our registrar, Link Asset Services, by calling them on 0871 664 0391, or, if calling from overseas, on +44 (0) 371 664 0391. Calls cost 12p per minute plus your phone company’s access charge; calls from outside the UK will be charged at the applicable international rate. Link Asset Services are open between 9.00 a.m. – 5.30 p.m. (London Time), Monday to Friday excluding public holidays in England and Wales. If you hold Ordinary Shares in CREST, you may appoint a proxy by completing and transmitting a CREST Proxy Instruction in accordance with the procedures set out in the CREST Manual so that it is received by BBA Aviation plc’s Registrar, Link Asset Services (CREST participant ID RA 10), by no later than 9.00 a.m. on 20 November 2019 (or, in the case of an adjournment, not later than 48 hours (excluding non-business days) before the time fixed for the holding of the adjourned meeting). Unless the Form of Proxy, CREST Proxy Instruction or an electronic registration of proxy appointment (as applicable) is received by the relevant date and time specified above, it will be

• invalid. Completion and return of the Form of Proxy, the submission of a CREST Proxy Instruction
• r an electronic registration of a proxy appointment will not preclude you from attending and voting

in person at the General Meeting if you wish to do so and are so entitled. 10. Recommendation to Shareholders The Board considers the Special Dividend, the Share Consolidation and the Share Buyback Authority to be in the best interests of Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolutions at the General Meeting. The Directors intend to vote in favour of the Resolutions at the General Meeting in respect of their respective individual beneficial holdings of Ordinary Shares, being in aggregate 703,779 Ordinary Shares representing approximately 0.068 per cent. of the total voting rights in the Company as the Latest Practicable Date. Yours faithfully, Sir Nigel Rudd Chairman

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PART II – DETAILS OF THE SPECIAL DIVIDEND AND SHARE CONSOLIDATION 1. Special Dividend and Share Consolidation The Company intends to pay a Special Dividend of 80.71 cents per Existing Ordinary Share, conditional on the Share Consolidation being approved by Shareholders. The effect of the Share Consolidation will be that Shareholders on the register at close of business on the Record Date (expected to be 6.00 p.m. on 22 November 2019) will, on completion of the Share Consolidation, receive: 4 New Ordinary Shares for 5 Existing Ordinary Shares and in that proportion for any other number of Existing Ordinary Shares then held. As all ordinary shareholdings in the Company will be consolidated, the number of Ordinary Shares held by each Shareholder will reduce, but Shareholders’ percentage holdings in the issued ordinary share capital of the Company will (save in respect of fractional entitlements) remain unchanged immediately following the Share Consolidation. Similarly, although the nominal value of each Ordinary Share will change, the New Ordinary Shares will be equivalent in all other respects to the Existing Ordinary Shares, including their dividend, voting and other rights as set out in the Articles of Association. The purpose of the Share Consolidation is, amongst other things, to allow comparability of earnings per share and share prices with prior periods and to preserve the position of participants in the Company’s relevant share incentive plans who may not be entitled to receive the Special Dividend. The ratio used for the Share Consolidation has been set by reference to the closing mid-market price of 303.60 pence per Existing Ordinary Share and the number of Existing Ordinary Shares in issue as at the Latest Practicable Date. Depending on the price of an Existing Ordinary Share and the number of Existing Ordinary Shares in issue shortly before the date of the General Meeting, this ratio may no longer maintain comparability of the Company’s share price before and after payment of the Special Dividend. If this is the case, the Directors may, at the General Meeting, propose certain changes to the Share Consolidation Resolution contained in the Notice

• f General Meeting so as to adjust the ratio such that it maintains, as far as possible, the
• comparability. If it is proposed that these steps are to be taken, notice will be given by issuing an

announcement through a Regulatory Information Service. To effect the Share Consolidation, each Existing Ordinary Share of 2916/21 pence each in the capital of the Company will first be sub-divided into 4 ordinary shares of 737/84 each (the “Intermediate Ordinary Shares”). This will be immediately followed by a consolidation of every 5 Intermediate Ordinary Shares into one New Ordinary Share of 3717/84. To effect the Share Consolidation, it may be necessary for the Company to cancel such minimum number of additional Existing Ordinary Shares currently held in treasury so that that total number of Existing Ordinary Shares is exactly divisible by 5.

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2. Effects of proposals The Share Consolidation will replace every 5 Existing Ordinary Shares with 4 New Ordinary

• Shares. If an individual shareholding is not exactly divisible by 5, the Shareholder in question will

be left with a fractional entitlement. Fractional entitlements arising from the Share Consolidation will be aggregated and sold in the market. The value of any one Shareholder’s fractional entitlement will not exceed the value of one New Ordinary Share. On the basis that the market price of each Existing Ordinary Share was 303.60 pence on the Latest Practicable Date, the proceeds from the sales of an entitlement to a fraction of a New Ordinary Share should always be less than approximately 303.60 pence. Such proceeds will not be retained by the Company or returned to Shareholders but will be donated to a charity of the Company’s choosing. Following the Share Consolidation and assuming no further shares are issued between the date

• f this document and the Share Consolidation becoming effective, the Company’s issued ordinary

share capital is expected to comprise 838,538,596 New Ordinary Shares, of which 10,883,843 will continue to be held in treasury immediately following the Share Consolidation. The New Ordinary Shares will have an ISIN of GB00BKDM7X41 and a SEDOL of BKDM7X4. For purely illustrative purposes, examples of the effects of the Special Dividend and the Share Consolidation in respect of certain holdings of Existing Ordinary Shares are set out below: Ordinary Shares New Ordinary Shares Special Dividend 100 80 $80.71 500 400 $403.55 5000 4000 $4035.50 These examples do not show the effect of fractional entitlements, which shall be dealt with as described above. 3. Conditions The Board is proposing, conditional on the Share Consolidation having been approved by Shareholders, to pay the Special Dividend to Shareholders on the register on the Record Date (expected to be 6.00 p.m. on 22 November 2019) as an interim dividend in respect of the financial year ending 31 December 2019. To be approved, the Share Consolidation requires a majority of Shareholders to vote in favour of the Share Consolidation Resolution at the General Meeting. The Share Consolidation Resolution is conditional upon Admission occurring by or as soon as practicable after 8.00 a.m. on 25 November 2019. 4. Payment currency Shareholders will receive the Special Dividend in pounds sterling unless they complete and submit to the Company's registrars an election form stating their wish to receive their dividends in US dollars. The pounds sterling dividend payment will be converted from US dollars at a

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prevailing exchange rate during the period commencing 23 November 2019 and ending 1 December 2019. Shareholders will be notified of the exchange rate determined through an RNS announcement on 2 December 2019. Existing currency elections for final and interim dividends paid by the Company apply to the Special Dividend. 5. Authority to purchase own shares Resolution 2 seeks to grant the equivalent authority to make market purchases of New Ordinary Shares following the Share Consolidation as was granted at the Company’s last AGM on 10 May 2019 and would replace this authority. Having the authority to buy back some of its shares provides the Company with flexibility in managing its capital base. The proposed authority is for a maximum number of 124,065,447 New Ordinary Shares, which represents 14.99 per cent. of the Company’s expected total number of issued shares (excluding treasury shares) of 827,654,753 following the Share Consolidation and Admission. The maximum price which may be paid for a New Ordinary Share is the higher of (i) an amount equal to 5 per cent. above the average of the market value of a New Ordinary Share for the five business days immediately preceding the day on which the New Ordinary Share is contracted to be purchased, and (ii) the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venues where the purchase is carried out, in each case exclusive of expenses. The Directors will only make purchases of the Company’s own shares if it will result in an increase in the earnings per share and when it is considered in the best interests of the shareholders generally. The shares purchased as a result of Resolution 2 may be cancelled or held in treasury pursuant to the Companies (Acquisition of Own Shares) (Treasury Shares) Regulations 2003 (the “Regulations”). The Regulations allow companies to retain any of their own shares which they have purchased as treasury stock with a view to possible re-issue at a future date, rather than cancelling them as had previously been required. If the Company were to purchase any of its own shares pursuant to Resolution 2, it would consider holding them as treasury stock, pursuant to the authorisations conferred by this resolution. This would give the Company the ability to re- issue treasury shares quickly and cost-effectively, and would provide the Company with additional flexibility in the management of its capital base. As at the Latest Practicable Date, 13,604,808 Ordinary Shares were held by the Company in treasury. The total number of options to subscribe for Ordinary Shares outstanding as at the Latest Practicable Date was 2,543,154. This represents 0.2458 per cent. of the existing issued ordinary share capital (excluding treasury shares) at that date, and would represent 0.3073 per cent. of the Company’s expected total issued share capital (excluding treasury shares) following the Share Consolidation and Admission at that date. If the Company was to buy back the maximum number of New Ordinary Shares permitted pursuant to the passing of this resolution, then the total number of options to subscribe for shares outstanding as at the Latest Practicable Date would represent 0.3615 per cent. of the expected total issued share capital (excluding treasury shares) following the Share Consolidation and Admission.

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The authority will expire at the earlier of 30 June 2020 and the conclusion of the Annual General Meeting of the Company to be held in 2020. 6. Dividend Reinvestment Plan The Company has taken the decision that its Dividend Reinvestment Plan will not apply to payment of the Special Dividend, in accordance with the terms and conditions of the Dividend Reinvestment Plan. Any existing evergreen or recurring instructions relating to the Dividing Reinvestment Plan (including any recurring Dividend Reinvestment Plan mandates received in paper or by electronic means via CREST) will operate in respect of future dividends declared on the New Ordinary Shares, unless the Company notifies otherwise at the time of the relevant dividend being

• declared. CREST shareholders should note that existing elections may not be viewable in CREST

following the Share Consolidation. In order to view the election, CREST shareholders are advised to delete the current instruction and to submit a new instruction under the ISIN for the New Ordinary Shares (GB00BKDM7X41). 7. BBA Share Plans Participants holding outstanding conditional share awards and options under the DSP, LTIP and SAYE (the “BBA Share Plans”) will not be entitled to receive the Special Dividend in respect of those awards and options. The Directors have determined that, as the effect of the Share Consolidation will be to maintain comparability, as far as possible, of the Company’s share price, notwithstanding the payment of the Special Dividend, and to preserve the value of their share awards and options (subject to normal market fluctuations), the BBA Share Plan participants will not be disadvantaged by the payment of the Special Dividend and the Share Consolidation and so no adjustment will be made to the number of Ordinary Shares subject to their share awards or options. Following the Share Consolidation, participants will be entitled, upon vesting of their share awards or exercise of their

• ptions, to receive the same number of New Ordinary Shares as the number of Existing Ordinary

Shares to which they would have been entitled had the Share Consolidation not occurred. The Remuneration Committee will consider at the relevant time whether any adjustments to the performance conditions will be made in accordance with the rules of the LTIP as a result of the impact of the Special Dividend and Share Consolidation. The Remuneration Committee's intention will be to ensure that the performance conditions remain appropriate taking into account best practice and current sentiment around adjustments. The Remuneration Committee will disclose adjustments (if any) and the rationale for them in the relevant Directors' Remuneration Report. As at the Latest Practicable Date, there were 11,869,528 Existing Ordinary Shares subject to

• utstanding awards and options under the BBA Share Plans.

The BBA Share Plans are operated in such a way as to ensure that Ordinary Shares are not issued to employees under the BBA Share Plans in excess of the maximum permitted percentage

• f the Company’s issued share capital under the relevant institutional investor guidelines.

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8. Taxation 8.1 United Kingdom Taxation THE FOLLOWING COMMENTS DO NOT CONSTITUTE TAX ADVICE AND ARE INTENDED ONLY AS A GUIDE TO CURRENT UNITED KINGDOM LAW AND H.M. REVENUE & CUSTOMS’ PUBLISHED PRACTICE (WHICH ARE BOTH SUBJECT TO CHANGE AT ANY TIME, POSSIBLY WITH RETROSPECTIVE EFFECT). THEY RELATE ONLY TO CERTAIN LIMITED ASPECTS OF THE UNITED KINGDOM TAXATION TREATMENT OF THE SPECIAL DIVIDEND AND SHARE CONSOLIDATION FOR SHAREHOLDERS WHO ARE RESIDENT IN THE UNITED KINGDOM FOR UNITED KINGDOM TAX PURPOSES (AND, IF INDIVIDUALS, DOMICILED IN AND ONLY IN THE UNITED KINGDOM FOR UNITED KINGDOM TAX PURPOSES), WHO HOLD, AND WILL HOLD, THEIR ORDINARY SHARES AS INVESTMENTS (AND NOT AS ASSETS TO BE REALISED IN THE COURSE OF A TRADE, PROFESSION OR VOCATION). THEY MAY NOT RELATE TO CERTAIN SHAREHOLDERS, SUCH AS DEALERS IN SECURITIES OR SHAREHOLDERS WHO HAVE (OR ARE DEEMED TO HAVE) ACQUIRED THEIR ORDINARY SHARES BY VIRTUE OF AN OFFICE OR EMPLOYMENT OR SHAREHOLDERS WHO ARE TREATED AS HOLDING THEIR ORDINARY SHARES AS CARRIED INTEREST. SHAREHOLDERS ARE ADVISED TO TAKE INDEPENDENT ADVICE IN RELATION TO THE TAX IMPLICATIONS FOR THEM OF THE SPECIAL DIVIDEND AND SHARE CONSOLIDATION. Special Dividend The Company is not required to withhold tax when paying a dividend. Liability to tax on the Special Dividend will depend upon the individual circumstances of a Shareholder. (i) UK resident individual Shareholders Individual Shareholders who are resident for tax purposes in the UK and receive the Special Dividend will not be liable to UK tax to the extent that (taking account of any other dividends received in the same tax year) that dividend falls within their first £2,000 of dividend income (the ‘nil rate band’) or their personal allowance. To the extent that (taking account of any other dividends received by the Shareholder in the same tax year) the dividend does not fall within the nil rate band or personal allowance, it will be subject to income tax at 7.5 per cent (to the extent it is within the basic rate band), 32.5 per cent (to the extent it is within the higher rate band) or 38.1 per cent (to the extent it is within the additional rate band), in each case, when treated as the top slice of that Shareholder’s income. (ii) UK resident corporate Shareholders For UK resident corporate Shareholders, it is likely that the Special Dividend will fall within one or more of the classes of dividend qualifying for exemption from corporation tax. However, it should be noted that the exemptions are not comprehensive and are also subject to anti-avoidance rules. Shareholders within the charge to corporation tax should consult their own independent tax advisers.

13

(iii) Non-UK resident Shareholders Shareholders who are resident outside the UK for tax purposes generally will not be subject to UK tax on dividends. A Shareholder resident outside the UK may be subject to non-UK taxation

• n dividend income under local law. A Shareholder who is resident outside the UK for tax

purposes should consult his or her own independent tax advisers concerning his or her tax position in respect of the Special Dividend. Share Consolidation It is expected that, for the purposes of UK taxation on chargeable gains, the Share Consolidation will be treated as follows: (A) the New Ordinary Shares arising from the Share Consolidation will result from a reorganisation of the share capital of the Company. Accordingly, to the extent that a Shareholder receives New Ordinary Shares, the Shareholder should not be treated as making a disposal of all or part of the Shareholder’s holding of Existing Ordinary Shares by reason of the Share Consolidation being implemented, and the New Ordinary Shares which replace a Shareholder’s holding of Existing Ordinary Shares (the “New Holding”) as a result of the Share Consolidation will be treated as the same asset acquired at the same time as the Shareholder’s holding of Existing Ordinary Shares was acquired; (B) to the extent that a Shareholder receives cash by virtue of a sale on his or her behalf of any New Ordinary Shares to which he or she has a fractional entitlement, the Shareholder will not in practice normally be treated as making a part disposal of the Shareholder’s holding of Existing Ordinary Shares, the proceeds instead being deducted from the base cost of the Shareholder’s New

• Holding. If those proceeds exceed that base cost, however, or if a Shareholder

holds only one Existing Ordinary Share at the Effective Date and so is not entitled to any New Ordinary Shares, the Shareholder will be treated as disposing of part

• r all of his or her existing holding of Ordinary Shares and will be subject to tax in

respect of any chargeable gain thereby realised; (C)

• n a subsequent disposal of the whole or part of the New Ordinary Shares

comprised in the New Holding, a Shareholder may, depending on his or her circumstances, be subject to tax on the amount of any chargeable gain realised; and (D) non-UK resident Shareholders who do not have a branch or agency (or, in the case of a non-resident company, a permanent establishment) in the UK will generally not be subject to UK tax on disposal of the Ordinary Shares. Transactions in Securities anti-avoidance Under the provisions of Chapter 1 of Part 13 Income Tax Act 2007 (for individuals) and Part 15 Corporation Tax Act 2010 (for companies), in each case as amended, H.M. Revenue & Customs

14

can, in certain circumstances, counteract tax advantages arising in relation to certain transactions in securities. It is not expected that these provisions should be engaged in respect of the Special Dividend, and no clearance has been or will be sought by the Company from H.M. Revenue & Customs in relation to their applicability to the Special Dividend. 8.2 United States Federal Income Taxation The following is a discussion of certain US federal income tax consequences of the Special Dividend and related Share Consolidation to US Holders (as defined below), but it does not purport to be a comprehensive description of all the tax considerations that may be relevant to a particular person. This discussion does not address US state or local or non-US tax

• consequences. The discussion addresses only US Holders who hold Existing Ordinary Shares

as capital assets for US federal income tax purposes and use the US dollar as their functional

• currency. In addition, it does not describe all of the tax consequences that may be relevant in light
• f a US Holder’s particular circumstances, including alternative minimum tax consequences, the

application of the Medicare contribution tax, and consequences applicable to US Holders subject to special rules, such as:  certain financial institutions;  dealers and certain traders in securities;  persons holding Existing Ordinary Shares as part of a straddle, conversion or other integrated transaction;  persons whose functional currency for US federal income tax purposes is not the US dollar;  partnerships or other entities classified as partnerships for US federal income tax purposes and investors therein;  tax-exempt organisations;  persons holding Existing Ordinary Shares in connection with a trade or business conducted outside of the United States; or  persons that own or are deemed to own 10 per cent. or more of the Company’s stock by vote or value. This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), administrative pronouncements, judicial decisions and final, temporary and proposed US Treasury regulations, all as of the date hereof. These laws are subject to change, possibly on a retroactive basis. As used herein, a “US Holder” is a beneficial owner of the Existing Ordinary Shares that is, for US federal income tax purposes: (i) a citizen or individual resident of the United States; (ii) a corporation, or other entity taxable as a corporation, created or organised in or under the laws of the United States, any state therein or the District of Columbia; or (iii) an estate or trust the income

• f which is subject to US federal income taxation regardless of its source.

The tax consequences to a partner in an entity treated as a partnership for US federal income tax purposes holding Existing Ordinary Shares generally will depend on the status of the partner and the activities of the partnership. Partnerships should consult their own tax advisers about the US federal income tax consequences of the Special Dividend and Share Consolidation to their partners.

15

US Holders should consult their own independent tax advisers concerning the US federal, state, local and non-US tax consequences of the Special Dividend and related Share Consolidation in their particular circumstances. Except as described below, this discussion assumes that the Company has not been, and will not become, a passive foreign investment company (“PFIC”) for US federal income tax purposes. Special Dividend The Special Dividend paid on Existing Ordinary Shares will be treated as dividend income to the extent paid out of the Company’s current or accumulated earnings and profits (as determined under US federal income tax principles). To the extent the Special Dividend exceeds the Company’s current and accumulated earnings and profits (as determined under US federal income tax principles), it will be treated first as a tax-free return of capital to the extent of the US Holder’s tax basis in its Ordinary Shares, and as a capital gain thereafter. Because the Company does not maintain records of earnings and profits in accordance with US federal income tax principles, it is expected that the Special Dividend will be reported as a dividend for US federal income tax purposes. In the case of a Special Dividend paid in pounds sterling with respect to Existing Ordinary Shares, the US dollar amount included in the US Holder’s income will be calculated by reference to the exchange rate in effect on the date the Special Dividend is received by such US Holder regardless

• f whether the payment is in fact converted into US dollars at such time. If the Special Dividend

is converted into US dollars on such date of receipt, a US Holder generally should not be required to recognise a foreign currency gain or loss in respect of the receipt of the Special Dividend. A US Holder may have US-source foreign currency income or loss if the Special Dividend is converted into US dollars after the date of its receipt. The Special Dividend will not be eligible for the dividends-received deduction generally allowed to US corporations under the Code. Subject to applicable limitations, the Special Dividend paid to certain non-corporate US Holders may be taxable at preferential rates. Non-corporate US Holders should consult their tax advisers to determine whether they are entitled to be taxed at these preferential rates. If the preferential rates apply and the sum of the Special Dividend and any other dividends that have ex-dividend dates during a period of 85 consecutive days (including the Special Dividend payment date) in the aggregate exceeds 10 per cent. of a US Holder’s adjusted basis in its Ordinary Shares (or, if the preferential rates apply and the sum of the Special Dividend and any other dividends that have ex-dividend dates during a period of 365 consecutive days (including the Special Dividend payment date) in the aggregate exceeds 20 per cent. of the US Holder’s adjusted basis in its Ordinary Shares), any loss on the sale or exchange of such Ordinary Shares would be treated as a long-term capital loss to the extent of such dividend(s). Share Consolidation A US Holder will not recognise a gain or loss in connection with the exchange of Existing Ordinary Shares for New Ordinary Shares in the Share Consolidation, except to the extent of cash received in lieu of an entitlement to a fractional New Ordinary Share. The difference between the US Holder’s tax basis allocable to the fractional entitlement and the amount realised by the US Holder upon the sale of such entitlement will be a capital gain or loss, which will be a long-term capital

16

gain or loss if the US Holder has held its Existing Ordinary Shares for more than one year. A US Holder’s adjusted tax basis in the Existing Ordinary Shares generally will be its US dollar cost. The amount realised with respect to pounds sterling received in respect of fractional New Ordinary Shares will generally equal the US dollar value of the pound sterling amount received at the spot rate on the date of disposition (or, if the Existing Ordinary Share is traded on an established securities market and a US Holder is a cash basis or electing accrual basis taxpayer, at the spot rate on the settlement date). A US Holder will have a tax basis in the pounds sterling received equal to the US dollar value of the pounds sterling at the spot rate on the settlement date. The US Holder will recognise foreign exchange gain or loss if the US dollar value of the pounds sterling received at the spot rate on the settlement date differs from the amount realised. However, if such pounds sterling are converted into US dollars on the date received by the US Holder, the US Holder generally should not be required to recognise any gain or loss on such conversion. A US Holder’s tax basis in its New Ordinary Shares will equal its tax basis in its Existing Ordinary Shares, less any tax basis that is allocable to any fractional entitlement to a New Ordinary Share. A US Holder’s holding period for its New Ordinary Shares will include its holding period for the Existing Ordinary Shares exchanged therefor. Passive Foreign Investment Company Considerations In general, a non-US company will be a PFIC for any taxable year in which (i) 75 per cent. or more of its gross income consists of passive income (such as dividends, interest, rents and royalties, other than certain income derived in the active conduct of a trade or business); or (ii) 50 per cent. or more of the average quarterly value of its assets consists of assets that produce, or are held for the production of, passive income. Because PFIC status depends upon the composition of a company’s income and assets and the fair market value of its assets from time to time, and the Company has not conducted a review of its status as a PFIC for prior taxable years, there can be no assurance that the Company will not be, or was not, a PFIC for any taxable

• year. If the Company were treated as a PFIC for any taxable year during which a US Holder held

Ordinary Shares, certain adverse US federal income tax consequences could apply to such US Holder upon a disposition of Ordinary Shares or receipt of certain excess distributions. US Holders are urged to consult their own independent tax advisers concerning the US federal income tax consequences to them if the Company has been or becomes a PFIC for any taxable year. Information Reporting and Backup Withholding Payment of the Special Dividend and cash in lieu of fractional entitlements in respect of the Share Consolidation made within the United States or through certain US-related financial intermediaries generally are subject to information-reporting and backup withholding unless the US Holder is a corporation or other exempt recipient or, in the case of backup withholding, the US Holder provides a correct taxpayer identification number and certifies that no loss of exemption from backup withholding has occurred. The amount of any backup withholding from a payment to a US Holder will be allowed as a credit against the US Holder’s US federal income tax liability and may entitle the US Holder to a refund, provided that the required information is furnished to the Internal Revenue Service on a timely basis.

17

9. Dealings and settlement New share certificates in respect of the New Ordinary Shares are expected to be posted at the risk of Shareholders by no later than 6 December 2019 to those Shareholders who hold their Shares in certificated form. These will replace existing certificates which should then be

• destroyed. Pending the receipt of new certificates, transfers of New Ordinary Shares held in

certificated form will be certified against the register. Shares in the Company may be held in uncertificated form. Shareholders who hold their entitlement to New Ordinary Shares in uncertificated form through CREST will have their CREST accounts adjusted to reflect their entitlement to New Ordinary Shares on 25 November 2019. 10. Documents available for inspection Copies of this document will be available for inspection during normal business hours on any weekday (Saturdays, Sunday and U.K. public holidays excepted) up to and including the date of the General Meeting at the Company’s registered office, 105 Wigmore Street, London, W1U 1QY and on the Company’s website (www.bbaaviation.com). Dated 1 November 2019.

18

PART III – DEFINITIONS The following definitions apply throughout this document, unless the context requires otherwise: “Admission” the admission of the New Ordinary Shares to the premium listing segment of the Official List and to trading on the London Stock Exchange’s main market for listed securities; “Articles of Association” the articles of association of BBA Aviation plc as at the date of this document; “B&GA” business and general aviation; “BBA Aviation plc” the Company; “BBA Income and Protection Plan” the Group’s U.K. defined benefit pension scheme; “BBA Share Plans” the DSP, the LTIP and the SAYE; “Board” the board of directors of the Company; “Change of Name” as defined in paragraph 6 of Part I (Letter from the Chairman) of this document; “Code” the Internal Revenue Code of 1986; “Companies House” the United Kingdom’s registrar of companies; “Company” BBA Aviation plc, a public limited company incorporated in England with registered number 00053688, whose registered office is at 105 Wigmore Street, London, W1U 1QY; “Completion” completion of the Transaction in accordance with the terms of the sale and purchase agreement dated 30 July 2019 between, amongst others, the Company and the Purchaser; “CREST” the paperless settlement procedure operated by Euroclear enabling system securities to be evidenced otherwise than by certificates and transferred

• therwise

than by written instrument;

19

“CREST Manual” the rules governing the operation of CREST as published by Euroclear; “CREST Proxy Instruction” a proxy appointment or instruction made via CREST, authenticated in accordance with Euroclear’s specifications and containing the information set out in the CREST Manual; “CVC” CVC Advisers Company (Luxembourg) S.à r.l. and its affiliates together with CVC Capital Partners SICAV-FIS S.A. and each of its subsidiaries; “Directors” the directors of the Company at the date of this document and “Director” means any one

• f them;

“Disclosure Guidance and Transparency Rules” the disclosure guidance and transparency rules made under Part VI of FSMA (and contained in the UKLA’s publication of the same name), as amended from time to time; “DSP” the BBA 2015 Deferred Stock Plan; “ERO” the Company’s engine repair and overhaul business; “Euroclear” Euroclear U.K. & Ireland Limited, the operator

• f CREST;

“Executive Directors” the executive directors of the Company at the date of this document and “Executive Director” means any one of them; “Existing Ordinary Shares” the existing ordinary shares of 2916/21 pence each in the capital of the Company and “Existing Ordinary Share” will be construed accordingly; “FBO” fixed-base operator; “FCA” or “Financial Conduct Authority” the Financial Conduct Authority of the United Kingdom and, where applicable, includes any successor body or bodies carrying out the functions currently carried out by the Financial Conduct Authority;

20

“Form of Proxy” the form of proxy for use by Shareholders in connection with the General Meeting; “FSMA” the Financial Services and Markets Act 2000, as amended from time to time; “General Meeting” the general meeting of the Company to be held at BBA Aviation plc, 3rd Floor, 105 Wigmore Street, London, W1U 1QY at 9.00 a.m. on 22 November 2019 as described in the Notice of General Meeting; “Group” the Company together with its subsidiaries and subsidiary undertakings; “Intermediate Ordinary Shares” as defined in paragraph 1 of (Part II Details of the Special Dividend and Share Consolidation) of this document; “Latest Practicable Date” close of business on 31 October 2019 (being the latest practicable date prior to the publication of this document); “Link Asset Services” the trading name of Link Market Services Limited, a company incorporated under the law of England and Wales under number 02605568 and having its registered office at The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU; “Listing Rules” the listing rules made under Part VI of FSMA (and contained in the UKLA’s publication of the same name), as amended from time to time; “LTIP” the BBA 2015 Long-term Incentive Plan; “New Ordinary Shares” the proposed new ordinary shares of 3717/84 pence each in the capital of the Company resulting from the Share Consolidation and “New Ordinary Share” shall be construed accordingly; “Non-Executive Directors” the non-executive directors of the Company at the date of this document and “Non- Executive Director” means any one of them;

21

“Notice of General Meeting” the notice of the General Meeting which is set

• ut at the end of this document;

“Official List” the official list maintained by the FCA; “Ontic” the Group’s aviation parts and maintenance business; “Ordinary Shares” prior to the Share Consolidation, the Existing Ordinary Shares and, after the Share Consolidation, the New Ordinary Shares; “PFIC” as defined in paragraph 8.2 of Part II (Details

• f

the Special Dividend and Share Consolidation) of this document; “PRA” or “Prudential Regulation Authority” the Prudential Regulation Authority of the United Kingdom and, where applicable, includes any successor body or bodies carrying out the functions currently carried out by the Prudential Regulation Authority; “Prospectus Regulation Rules” the prospectus regulation rules made under Part VI of FSMA (and contained in the UKLA’s publication of the same name), as amended from time to time; “Record Date” 6.00 p.m. on 22 November 2019 (or such

• ther time and date as the Directors may

determine and the Companies notifies through a Regulatory Information Service); “Registrar” Link Asset Services; “Regulations” as defined in paragraph 4 of Part I (Letter from the Chairman) of this document; “Regulatory Information Service”

• ne of the regulatory information services

authorised by the UKLA to receive, process and disseminate regulatory information from listed companies; “Remuneration Committee” the Company’s remuneration committee; “Resolutions” the resolutions of the Company as set out in the Notice of General Meeting, each a “Resolution”;

22

“SAYE” the BBA Aviation plc 2014 Savings Related Share Option Scheme; “Share Buyback Authority” resolution 2 in the Notice of General Meeting; “Share Consolidation” the proposed consolidation to be effected by consolidating every 5 Existing Ordinary Shares into 4 New Ordinary Shares; “Share Consolidation Resolution” resolution 1 in the Notice of General Meeting; “Shareholder(s)” holders of Ordinary Shares; “Shareholder Approval Condition” the affirmative vote in favour of approval of the Resolution at the General Meeting; “Signature” the Group’s Global FBO and B&GA services business, comprising the Signature Flight Support, Signature TECHNICAir and EPIC fuels businesses; “Special Dividend” the proposed special interim dividend of US$0.8071 per Existing Ordinary Share; “subsidiary” or “subsidiaries” has the meaning given in section 1159 of the Companies Act 2006; “Transaction” the proposed sale of Ontic on the terms and subject to the conditions set out in the Sale and Purchase Agreement; “UKLA” the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of FSMA; “United Kingdom” or “U.K.” the United Kingdom of Great Britain and Northern Ireland; “United States” or “U.S.A.” or “US” the United States of America; “US Holder” as defined in paragraph 8.2 of Part II (Details

• f

the Special Dividend and Share Consolidation) of this document; and

23

“USPP” a note purchase and guarantee agreement dated 18 May 2011 which is guaranteed by the Company and BBA US Investments Sarl, as amended on 20 April 2018 to include BBA US Holdings as an additional guarantor and a note purchase and guarantee agreement dated 17 December 2014 (the “2014 NPA”) which is guaranteed by the Company and BBA US Investments Sarl, as amended on 20 April 2018 to include BBA US Holdings as an additional guarantor.

24

BBA AVIATION PLC (registered in England with registered number 53688) NOTICE OF GENERAL MEETING NOTICE IS HEREBY GIVEN that a GENERAL MEETING of BBA Aviation plc (the “Company”) will be held at BBA Aviation plc, 3rd Floor, 105 Wigmore Street, London, W1U 1QY at 9.00 a.m.

• n 22 November 2019, for the purposes of considering and, if thought fit, passing resolution 1 as

an ordinary resolution and resolution 2 as a special resolution. For the purposes of these resolutions, capitalised terms used but not defined herein shall (unless the context otherwise requires) have the meaning ascribed to them in the Company’s circular to shareholders dated 1 November 2019 of which this notice forms part. ORDINARY RESOLUTION Resolution 1 – Share Consolidation That, conditional upon the Company declaring and not revoking the Special Dividend and Admission to the Official List of the New Ordinary Shares (as defined in the circular of which this notice forms part): (a) all ordinary shares in issue and outstanding as at 6.00 p.m. on 22 November 2019 of 2916/21 pence each in the capital of the Company be subdivided into ordinary shares of 737/84 pence each in the capital of the Company (the “Intermediate Ordinary Shares”); and (b) immediately thereafter, all Intermediate Ordinary Shares be consolidated into new

• rdinary shares of 3717/84 pence each in the capital of the Company (the “New Ordinary

Shares”), provided that no member shall be entitled to a fraction of a share and any fractions of New Ordinary Shares arising out of the consolidation pursuant to this resolution will be aggregated and sold and the net proceeds of sale will be donated by the Company to a charity of the Company’s

• choosing. For the purpose of implementing the provisions of this resolution the board of directors
• f the Company may appoint any person to execute transfers on behalf of any person entitled to

any such fractions and may generally make all arrangements which appear to the board of directors of the Company to be necessary or appropriate for the settlement and/or disposal of such fractional entitlements.

25

SPECIAL RESOLUTION Resolution 2 – Authority to purchase own shares That, conditional on the passing of Resolution 1, the Company be authorised for the purposes of section 701 of the Companies Act 2006 to make one or more market purchases (as defined in section 693(4) of the Companies Act 2006) of its New Ordinary Shares of 3717/84 each in the capital

• f the Company, such power to be limited:

(a) to a maximum number of 124,065,447 New Ordinary Shares; (b) by the condition that the minimum price which may be paid for a New Ordinary Share is the nominal amount of that share and the maximum price which may be paid for a New Ordinary Share is the highest of: (i) an amount equal to 5% above the average market value of a New Ordinary Share for the five business days immediately preceding the day on which the New Ordinary Share is contracted to be purchased; and (ii) the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venues where the purchase is carried

• ut,

in each case, exclusive of expenses, such power to apply until the end of next year’s annual general meeting (or, if earlier, until the close of business on 30 June 2020) but during this period the Company may enter into a contract to purchase ordinary shares which will or may be completed or executed wholly or partly after the power ends and the Company may purchase ordinary shares pursuant to any such contract as if the power had not ended. By order of the Board David Blizzard Company Secretary 1 November 2019 Registered office BBA Aviation plc 105 Wigmore Street London W1U 1QY

26

Notes to the Notice of General Meeting 1. Shareholders are entitled to appoint a proxy to exercise all or any of their rights to attend, speak and vote on their behalf at the General Meeting. 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 Shareholder of the Company. 2. The return of a completed proxy form, or any electronic or CREST proxy instruction (as described in paragraphs 4 to 6 below), will not prevent a Shareholder attending the General Meeting and voting in person if he/she wishes to do so and is so entitled. 3. To be effective, the instrument appointing a proxy, together with any power of attorney or

• ther authority under which it is signed, or a duly certified copy thereof, must be received

by the Registrar at Link Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4ZF, not later than 9.00 a.m. on 20 November 2019 (or, in the case of an adjournment, not later than 48 hours (excluding non-business days) before the time fixed for the holding of the adjourned meeting). To request a hard copy Form of Proxy please contact our registrar, Link Asset Services, by calling them on 0871 664 0391, or, if calling from overseas, on +44 (0) 371 664 0391. Calls cost 12p per minute plus your phone company’s access charge; calls from outside the UK will be charged at the applicable international rate. Link Asset Services are open between 9.00 a.m. – 5.30 p.m. (London Time), Monday to Friday excluding public holidays in England and Wales. 4. Proxy appointments submitted via the internet at www.signalshares.com must be received not later than 9.00 a.m. on 20 November 2019 (or, in the case of an adjournment, not later than 48 hours (excluding non-business days) before the time fixed for the holding

• f the adjourned meeting).

5. If you are a user of the CREST system (including a CREST personal member), you may appoint one or more proxies or give an instruction to a proxy by having an appropriate CREST message transmitted. To appoint a proxy or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, the CREST message must be received by the Registrar (CREST participant ID RA 10) not later than 9.00 a.m.

• n 20 November 2019 (or, in the case of an adjournment, not later than 48 hours

(excluding non-business days) before the time fixed for the holding of the adjourned meeting). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the Registrar is able to retrieve the message. 6. CREST Personal Members or other CREST sponsored members should contact their CREST sponsor for assistance with appointing proxies via CREST. For further information

• n CREST procedures, limitations and systems timings, please refer to the CREST

Manual (available via www.euroclear.com). The Company may treat as invalid a proxy

27

appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. 7. Entitlement to attend and vote at the meeting and the number of votes which may be cast at the meeting will be determined by reference to the register of members of the Company as at close of business on 20 November 2019. 8. If the meeting is adjourned, entitlement to attend and vote will be determined by reference to the register of members of the Company as at close of business two days prior to the adjourned meeting (excluding non-working days). Changes to the register of members of the Company after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting. 9. 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. 10. The right to appoint proxies does not apply to persons nominated to receive information rights under section 146 of the Companies Act 2006. Persons nominated to receive information rights under section 146 of the Companies Act 2006 who have been sent a copy of this Notice of General Meeting are hereby informed that they may have a right under an agreement with the registered member by whom they were nominated to be appointed, or to have someone else appointed, as a proxy for this meeting. 11. If they have no such right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the member as to the exercise of voting rights. Nominated persons should contact the registered member by whom they were nominated in respect of these arrangements. 12. In the case of joint holders, where more than one of the joint holders purports to vote (including voting by proxy), the only vote which will count is the vote of the person whose name is listed before the other joint holder(s) on the register of members of the Company for the share. 13. Any Shareholder attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting, but no such answer need be given if: (i) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information; (ii) the answer has already been given on a website in the form of an answer to a question;

• r (iii) it is undesirable in the interests of the Company or the good order of the meeting

that the question be answered. If you attend the meeting in person, you may be included in the recording of the meeting. Please note that this recording is solely for the purpose

• f creating a transcript of the meeting and will not be made publicly available.

14. A copy of this Notice of the General Meeting, and other information required by section 311A of the Companies Act 2006, can be found at www.bbaaviation.com. Neither the

28

content of the Company’s website nor any website accessible by hyperlinks to the Company’s website is incorporated in, or forms part of, these notes. 15. Shareholders should only use any electronic address provided in either this Notice of General Meeting or any related documents (including the Chairman’s letter and the proxy form) to communicate with the Company for the purposes expressly stated. 16. As close of business on 31 October 2019 (being the latest practicable date prior to the publication of this notice), the Company had 1,048,173,249 ordinary shares and 199,332 5% Cumulative Preference Shares in issue, with no right to vote at the General Meeting. 13,604,808 ordinary shares were held in treasury. Therefore, the total number of voting rights in the Company was 1,034,568,441. The ordinary shares have a nominal value of 2916/21 pence each. On a poll, each holder of ordinary shares has one vote per share.