Notes. Explanation. Documents enclosed. Entitlement to attend and vote

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Imogen Helen Charles
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1 Notes Explanation 1. An explanation of the resolutions to be proposed at the AGM is provided in the section above headed Explanation of Business. Documents enclosed 2. This notice of meeting is being sent to all members and all CI Holders (as defined in the Company s articles of association) (collectively, Shareholders ) as well as all Company directors. You will find an intention to attend card, a proxy form and login details and further guidance on the Company s online AGM Service enclosed with this notice. Entitlement to attend and vote 3. The Company, pursuant to articles 75, 76 and 118 of the Company s articles of association, specifies that only those Shareholders entered in the register of members of the Company or the CI Register (as defined in the Company s articles of association) (collectively, the Registers of Members, and each a Register of Members ) at 6:00 p.m. (German time) on 5 June 2012, or, if the AGM is adjourned, in the appropriate Register of Members 48 hours before the time of any adjourned AGM, shall be entitled to attend and vote at the AGM in respect of the number of ordinary shares registered in their name at that time. Changes to the entries in the Registers of Members after 6:00 p.m. (German time) on 5 June 2012 or, if this AGM is adjourned, in the Registers of Members less than 48 hours before the time of any adjourned AGM, shall be disregarded in determining the rights of any person to attend or vote at the AGM. 14

2 Proxies 4. Registered Shareholders may appoint one or more proxies (who need not be a Shareholder) to exercise all or any of their rights to attend and to speak and vote at the AGM, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by his appointer. A Shareholder may appoint a proxy or proxies by completing and returning the proxy form enclosed with this notice to Aktionärsservice Air Berlin PLC, post office box 1460, Friedrichsdorf, Germany, by sending a scan of the proxy form as an attachment to an , addressed to: AGM-2012@airberlin.com, or by using the Company s online AGM service to appoint the chairman of the AGM as a proxy. You may not use any electronic address provided in this notice to communicate with the Company for any purposes other than those expressly stated. 5. To appoint more than one proxy or if you have not received a proxy form with this pack, please contact the Company s registrars, registrar services GmbH, post office box 60630, Frankfurt am Main, Germany, or by telephone on between 9:00 a.m. and 5:00 p.m. (German time), Mondays to Fridays (excluding German public holidays). IMPORTANT: Your proxy form must be received by the Company s registrars no later than 12:00 p.m. (German time) on 5 June Further details in relation to the appointment of proxies are given in the notes in the section below headed Notes relating to proxy appointments and in the separate document enclosed headed Guidance for using the Company s online AGM service. Foreword Agenda Notes 15

3 Nominated Persons 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 have a right, under an agreement between him and the Shareholder by whom he was nominated, to be appointed (or to have someone else appointed) as a proxy for the AGM. 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 Shareholder as to the exercise of voting rights. 7. The statement of Shareholders rights in relation to proxy appointment in paragraphs 4 and 5 above does not apply to Nominated Persons. Only the Company s Shareholders may exercise the rights described in those paragraphs. Corporate representatives 8. Any corporation which is a member can appoint one or more corporate re - presentatives who may exercise on its behalf all of its powers provided that they do not exercise their powers differently in relation to the same shares, in which case the power is treated as not exercised. Any corporate Shareholder who wishes (or who may wish) to appoint more than one corporate representative should contact the Company s registrars, registrar services GmbH, post office box 60630, Frankfurt am Main, Germany, or by telephone on between 9:00 a.m. and 5:00 p.m. (German time), Mondays to Fridays (excluding German public holidays). Total voting rights 9. As at 17 April 2012 (being the last practicable date before this notice s publication) the Company s issued share capital consisted of 116,800,508 ordinary shares, carrying one vote each, and 50,000 A shares which do not carry any votes at the AGM. Therefore, the total voting rights in the Company as at 17 April 2012 are 116,800,

4 Audit matters 10. In accordance with section 527 of the Companies Act 2006, members meeting the requirements set out in that section have the right to require the Company to publish on a website a statement setting out matters relating to: (i) the audit of the Company s accounts (including the auditor s report thereon) which are to be laid before the next annual general meeting; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the last annual general meeting that the members propose to raise at the AGM. The Company may not require the members requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must send the statement to its auditor no later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website. Members rights to ask questions 11. Any member attending the AGM 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 AGM but no such answer need be given if: (i) to do so would interfere unduly with the preparation for the AGM or involve the disclosure of confidential information, (ii) the answer has already been provided on a website in the form of an answer to a question, or (iii) it is undesirable in the interests of the Company or the good order of the AGM that the question be answered. Foreword Agenda Notes 17

5 Documents available for inspection 12. The following documents will be available for inspection during normal business hours at the Company s registered office from the date of this notice until the AGM s conclusion and will also be available for inspection at the AGM venue immediately prior to and during the AGM itself: (i) copies of the non-executive directors letters of appointment; and (ii) the Company s new articles of association, showing the changes to the current articles, as proposed in Resolution 13. Website 13. A copy of this notice, and other information required by section 311A of the Companies Act 2006, can be found at: A copy of the Company s new articles of association, showing the changes to the current articles as proposed in Resolution 13, is also available on the Company s website. The AGM 14. If you wish to attend, please arrive a few minutes early for security and re gis tration formalities. Please find the map under the following URL: hotel-stanstedairport. Location 15. The Radisson Blu Hotel London Stansted Airport is located within a two-minute walk from Stansted Airport and is linked to the main airport terminal, rail and coach stations. To assist you with your lodging arrangements, a discounted lodging rate of per standard room will be made available for Shareholders staying at the Radisson Blu Hotel on 6 June Please note that this offer is subject to availability. Enquiries should be directed to the Radisson Blu Hotel at +44 (0)

6 Arrival by rail from London 16. From Liverpool Street Station, the Stansted Express will bring you directly to Stansted Airport (an approximately 50-minute journey), from where you may walk to the hotel by following the printed signs. Arrival by car 17. If travelling north from London, exit the M25 at Junction 27 and continue on the M11 for approximately 16 miles to Junction 8a for Stansted Airport. If travelling south from Cambridge, exit the M11 at Junction 8 and follow the signs for Stansted Airport. Other information 18. Cameras, tape and other recorders as well as computers will not be allowed into the AGM but may be deposited in the entrance foyer. Please switch off mobile phones during the AGM. 19. Light refreshments will be available before and after the AGM. 20. Arrangements have been made to assist Shareholders with disabilities. If you are hard of hearing, you can sit in a special area with an induction loop system. Foreword Agenda Notes 19

The ABI has also reviewed this proforma circular and has confirmed that it is in line with views on current good practice.

The ABI has also reviewed this proforma circular and has confirmed that it is in line with views on current good practice. Articles of Association Companies Act 2006 and Shareholders Rights Regulations amendments to articles of association of a listed company; a pro forma circular describing the changes to articles of association