YU GROUP PLC — AGM Information 2012

Jul 11, 2012

Company No: 01373432

$\frac{1}{3}$

The Companies Act 2006

COMPANY LIMITED BY SHARES

AGM RESOLUTIONS PASSED AS SPECIAL BUSINESS

of

FLYBE GROUP PLC

Passed on 11 July 2012

At an Annual General Meeting of the Company, duly convened and held on 11 July 2012, the following resolutions were duly passed as ordinary and special resolutions.

RESOLUTIONS

As ordinary resolutions

Resolution 9: Political donations and political expenditure

That, in accordance with sections 366 and 367 of the Companies Act 2006 (the '2006 Act'), the Company and all companies that are its subsidiaries at any time during the period for which this resolution has effect be authorised, in aggregate:

• to make political donations to political parties and/or independent election $(a)$ candidates not exceeding £15,000 in total;
• $(b)$ to make political donations to political organisations other than political parties not exceeding £15,000 in total; and
• $(c)$ to incur political expenditure not exceeding £15,000 in total,

(as such terms are defined in sections 363 to 365 of the 2006 Act) during the period beginning with the date of the passing of this resolution and ending at the conclusion of the next annual general meeting (or, if earlier, until the close of business on 11 October 2013).

Resolution 10: Authority to allot shares

THAT, subject to and in accordance with Article 15 of the Articles of Association of the Company, the Board be and it is hereby generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 ("the 2006 Act") (in substitution for any existing authority to allot shares to the extent unused) to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £250,000 provided that such authority shall expire on the conclusion of the next annual general meeting of the Company after the passing of this resolution or 11 October 2013 whichever is the earlier, save that the Company may before such expiry make an offer or agreement which would or might require such shares to be allotted or rights to subscribe for or convert securities into shares to be granted after such expiry, and the Board may allot shares and grant rights to subscribe or convert securities into shares in pursuance of such offer or agreement as if the authority conferred by this resolution had not expired.

As special resolutions

Resolution 11: Disapplication of Pre-emption rights

THAT, subject to the passing of Resolution 10 as set out in this Notice of Annual General Meeting, and in accordance with Article 16 of the Articles of Association of the Company, the Board be empowered pursuant to section 570 of the Companies Act 2006 ("the 2006 Act") to allot equity securities (within the meaning of section 560 of the said Act) for cash pursuant to the general authority conferred by Resolution 10 as set out in the notice of this meeting and be empowered pursuant to section 573 of the said Act to sell ordinary shares (as defined in section 560 of the said Act) held by the Company as treasury shares (as defined in section 724 of the said Act) for cash, as if section $561(1)$ of the said Act did not apply to such allotment or sale, provided that this power shall be limited to allotments of equity securities and the sale of treasury shares:

• in connection with or pursuant to an offer by way of rights, open offer or other $(a)$ pre-emptive offer to the holders of shares in the Company and other persons entitled to participate therein in proportion (as nearly as practicable) to their respective holdings, subject to such exclusions or other arrangements as the Directors may consider necessary or expedient to deal with fractional entitlements or legal or practical problems under the laws of any territory or the regulations or requirements of any regulatory authority or any stock exchange in any territory; and
• $(b)$ otherwise than pursuant to sub-paragraph (a) above, up to an aggregate nominal amount of £37,500,

and such power shall expire on the conclusion of the next annual general meeting of the Company after the passing of this resolution or 11 October 2013, whichever is the earlier, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted or treasury shares to be sold after such expiry, and the Board may allot equity securities or sell treasury shares in pursuance of such an offer or agreement as if the power conferred by this resolution had not expired.

Resolution 12: Notice of general meetings

THAT, a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.

Resolution 13: Authority to purchase own shares

THAT, the Company be generally and unconditionally authorised, pursuant to Article 9 of the Articles of Association of the Company and pursuant to section 701 of the Companies Act 2006 ("the 2006 Act"), to make market purchases (as defined in section 693(4) of the 2006 Act) of up to 7,500,000 Ordinary Shares of 1p each ("Ordinary Shares") in the capital of the Company (being approximately 10 per cent. of the current issued ordinary share capital of the Company) on such terms and in such manner as the Directors of the Company may from time to time determine, provided that:

• $(a)$ the amount paid for each share (exclusive of expenses) shall not be more than the higher of (1) five per cent. above the average of the middle market quotation for Ordinary Shares as derived from the Daily Official List of the London Stock Exchange plc for the five business days before the date on which the contract for the purchase is made, and (2) an amount equal to the higher of the price of the last independent trade and current independent bid as derived from the London Stock Exchange Trading system or less than 1p per share; and
• $(b)$ the authority herein contained shall expire at the conclusion of the next annual general meeting of the Company to be held in 2013 or on 11 October 2013, whichever is earlier, provided that the Company may, before such expiry, make a contract to purchase its own shares which would or might be executed wholly or partly after such expiry, and the Company may make a purchase of its own shares in pursuance of such contract as if the authority hereby conferred hereby had not expired.

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