IMPORTANT NOTICE THE SECURITIES DESCRIBED HEREIN ARE AVAILABLE ONLY TO INVESTORS WHO ARE (1) QIBs (AS DEFINED BELOW) UNDER RULE 144A OF THE

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1 IMPORTANT NOTICE THE SECURITIES DESCRIBED HEREIN ARE AVAILABLE ONLY TO INVESTORS WHO ARE (1) QIBs (AS DEFINED BELOW) UNDER RULE 144A OF THE SECURITIES ACT (AS DEFINED BELOW), OR (2) INSTITUTIONAL ACCREDITED INVESTORS (AS DEFINED IN RULE 501(A)(1), (2) AND (3) UNDER THE SECURITIES ACT) THAT HAVE EXECUTED AND DELIVERED AN IAI INVESTMENT LETTER, OR (3) ADDRESSEES WHO ARE NON-U.S. PERSONS (AS DEFINED BELOW) PURCHASING THE SECURITIES OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT IMPORTANT: You must read the following before continuing. The following applies to the offering circular following this page. You are therefore advised to read this carefully before reading, accessing or making any other use of the Offering Circular. In accessing the Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from the Issuers as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT ), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE FOLLOWING OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORIZED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED THEREIN. Confirmation and your Representation: In order to be eligible to view the Offering Circular or make an investment decision with respect to the securities, investors must be (1) qualified institutional buyers ( QIBs ) (within the meaning of Rule 144A under the Securities Act), or (2) institutional accredited investors (as defined in Rule 501(a)(1), (2) and (3) under the Securities Act) that have executed and delivered an IAI Investment Letter, or (3) addressees who are non-u.s. persons as defined under Regulation S purchasing the securities outside the United States in an offshore transaction in reliance on Regulation S under the Securities Act. By accepting the and accessing the Offering Circular, you shall be deemed to have represented to us that (1) you and any customers you represent are (a) QIBs, (b) institutional accredited investors, or (c) that the electronic mail address that you gave us and to which this has been delivered is not located in the United States, and (2) that you consent to delivery of such offering circular by electronic transmission. You are reminded that the Offering Circular has been delivered to you on the basis that you are a person into whose possession the Offering Circular may be lawfully delivered in accordance with the laws of jurisdiction in which you are located and you may not, nor are you authorized to, deliver or disclose the contents of this offering circular to any other person. The Offering Circular has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or change during the process of electronic transmission and, consequently, none of Avation Capital S.A. and Avation Group (S) Pte. Ltd. as the Issuers, Avation PLC as the Guarantor, R.W. Pressprich & Co., Seaport Global Securities LLC and DBS Bank Ltd. as Dealers and Arrangers, nor any person who controls any of them nor any director, officer, employee or agent of any of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Offering Circular distributed to you in electronic format and the hard copy version available to you on request from the Dealers. Any reply communications, including those you generate by using the Reply function on your software, will be ignored or rejected. You are responsible for protecting against viruses and other destructive items. Your use of this is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. To the best of the knowledge of the Issuers and Guarantor (having taken all reasonable care) to ensure that such is the case the information contained in the Offering Circular is in accordance with the

2 facts and does not omit anything likely to affect the import of such information. The Issuers and Guarantor accept responsibility accordingly. Neither the Arrangers nor Dealers have independently verified all the information contained herein. Accordingly, no representation, warranty or undertaking, expressed or implied is made and no responsibility or liability is accepted by the Arrangers or the Dealers as to the accuracy or completeness of the information contained or incorporated in the Offering Circular or any other information provided by the Issuers in connection with the Programme. No person is or has been authorised by the Issuers or the Guarantor to give any information or to make any representation not contained in or not consistent with the Offering Circular or any other information supplied in connection with the Programme or any Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the Arrangers or any of the Dealers. Neither the Offering Circular nor any other information supplied in connection with the Programme or any Notes (a) is intended to provide the basis of any credit or other evaluation, or (b) should be considered as a recommendation by the Issuers, the Guarantor, the Arrangers or any of the Dealers that any recipient of the Offering Circular or any other information supplied in connection with the Programme or any Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness of the Issuers or Guarantor. Neither the Offering Circular nor any information supplied in connection with this Programme or the issue of any Notes constitutes any offer or invitation by or on behalf of the Issuers, the Guarantor, the Arrangers or any of the Dealers to any person to subscribe for or to purchase any Notes. Neither the delivery of the Offering Circular nor the offering, sale or delivery of any Notes shall in any circumstances imply that the information contained herein concerning the Issuers and the Guarantor is correct at any time subsequent to the date hereof or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date indicated in the document containing the same. The Arrangers and the Dealers expressly do not undertake to review the financial conditions or affairs of the Issuers or the Guarantor during the life of the Programme or to advise any investor in the Notes of any information to their attention. The Offering Circular does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of the Offering Circular and the offer or sale of Notes may be restricted by law in certain jurisdictions. None of the Issuers, the Guarantor, the Arrangers or any Dealer represents that the Offering Circular may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuers, the Guarantor, the Arrangers or the Dealers which are intended to permit a public offering of any Notes or distribution of the Offering Circular in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither the Offering Circular nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession the Offering Circular or any Notes may come must inform themselves about, and observe any such restrictions on the distribution of the Offering Circular and the offering and sale of Notes. None of the Arrangers or Dealers or the Issuers or Guarantor makes any representation to any investor in any Notes regarding the legality of its investment under any applicable laws. Any investor in any Notes should be able to bear the economic risk of an investment in such Notes for an indefinite period of time. All references in the Offering Circular to U.S. dollars, U.S.$, US$ and $ refer to United States dollars and S$ refers to Singapore dollars. References in the Offering Circular to the Group have the meaning as defined on page 2.

3 Avation Capital S.A. (a société anonyme incorporated under the laws of Luxembourg, having its registered office at 46A Avenue JF Kennedy, L-1855 Luxembourg) and Avation Group (S) Pte. Ltd. (incorporated with limited liability in the Republic of Singapore) and guaranteed by Avation PLC (incorporated with limited liability in England and Wales) U.S.$500,000,000 Global Medium Term Note Programme Under this U.S.$500,000,000 Global Medium Term Note Programme (the Programme ) established by Avation Capital S.A. asociété anonyme incorporated under the laws of Luxembourg, having its registered office at 46A Avenue JF Kennedy, L-1855 Luxembourg, registration with the Luxembourg Register of Commerce and Companies pending as an issuer, Avation Group (S) Pte. Ltd. as an issuer (eachan Issuer and together, the Issuers ) and guaranteed by Avation PLC (the Guarantor ), we may from time to time issue notes (the Notes ) denominated in any currencies agreed between us and the relevant Dealer (as defined below). Notes may be issued in bearer or registered form (respectively, Bearer Notes and Registered Notes ). The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed U.S.$500,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement), subject to increase as described herein. The Notes may be issued on a continuing basis to one or more of the Dealers specified under Summary of the Programme and any additional Dealer appointed under the Programme from time to time by us (each a Dealer and together the Dealers), which appointment may be for a specific issue or on an ongoing basis. References in this Offering Circular to the relevant Dealer shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes. An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see Risk Factors beginning on page 11. Application will be made to receive the approval-in-principle from the Singapore Exchange Securities Trading Limited (the SGX-ST ) for permission to deal in, and for quotation of, any Notes that may be issued pursuant to the Programme and which are agreed at or prior to the time of issue thereof to be so listed on the SGX-ST. Such permission will be granted when such Notes have been admitted to the Official List of the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained in this Offering Circular. Admission to the Official List of the SGX-ST and quotation of any Notes on the SGX-ST is not to be taken as an indication of our merits and the merits of the Programme or the Notes. Unlisted Notes may be issued under the Programme. The relevant Pricing Supplement (as defined below) in respect of any Series (as defined in the Terms and Conditions of the Notes ) will specify whether or not such Notes will be listed and, if so, on which exchange(s) the Notes are to be listed. There is no assurance that the application to the Official List of the SGX-ST for the listing of the Notes of any Series will be approved. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained herein which are applicable to each Tranche (as defined under Terms and Conditions of the Notes ) of Notes will be set out in a Pricing Supplement (each, a Pricing Supplement ) which, with respect to Notes to be listed on the SGX-ST, will be delivered to the SGX-ST before the date of listing of Notes of such Tranche. The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed between us and the relevant Dealer. We may also issue unlisted Notes and/or Notes not admitted to trading on any market. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act ) or with any securities regulatory authority of any state or other jurisdiction of the United States and in bearer form are subject to U.S. tax law requirements and may not be offered, sold or delivered in the United States, or to, or for the account or benefit of U.S. persons (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Accordingly, the Notes are being offered and sold only (i) in the United States to qualified institutional buyers ( QIBs ) in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A, or to institutional accredited investors (as defined under Rule 501(a)(1), (2) and (3) under the Securities Act) that have executed and delivered to a Dealer an IAI Investment Letter, and (ii) outside the United States to non-u.s. persons in compliance with Regulation S under the Securities Act. See Form of the Notes for a description of the manner in which Notes will be issued. Registered Notes are subject to certain restrictions on transfer, see Subscription and Sale and Transfer Restrictions. This Offering Circular has not been and will not be registered as a prospectus with the Monetary Authority of Singapore. This Offering Circular and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Notes may not be circulated or distributed, nor may the Notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the Securities and Futures Act ), (ii) to a relevant person pursuant to Section 275(1), or to any person pursuant to Section 275(1A), of the Securities and Futures Act and in accordance with the conditions specified in Section 275 of the Securities and Futures Act, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the Securities and Futures Act. For a description of certain further restrictions on offers and sales of the Notes, see Subscription and Sale. Notes issued under the Programme may be rated or unrated. Where an issue of a certain series of Notes is rated, such rating will be specified in the applicable Pricing Supplement. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency. We may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes herein, in which event a supplemental Offering Circular, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes. Arrangers Dealers Offering Circular dated 19 May 2015 Seaport Global Seaport Global

4 TABLE OF CONTENTS DEFINITIONS... 1 SUMMARY... 5 SUMMARY OF THE PROGRAMME... 6 RISK FACTORS FORM OF NOTES FORM OF PRICING SUPPLEMENT USE OF PROCEEDS CAPITALISATION AND INDEBTEDNESS RATIO OF EARNINGS TO FIXED CHARGES SELECTED FINANCIAL AND OPERATING INFORMATION MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS THE ISSUERS THE GUARANTOR BUSINESS INDUSTRY DIRECTORS AND SENIOR MANAGEMENT PRINCIPAL SHAREHOLDERS CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS DESCRIPTION OF MATERIAL CONTRACTS DESCRIPTION OF OTHER FINANCING ARRANGEMENTS TERMS AND CONDITIONS OF THE NOTES CERTAIN ERISA CONSIDERATIONS TAXATION BOOK-ENTRY CLEARANCE SYSTEMS SUBSCRIPTION AND SALE TRANSFER RESTRICTIONS LEGAL MATTERS GENERAL INFORMATION INDEX TO FINANCIAL STATEMENTS... F-1 Page IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF NOTES, THE DEALER OR DEALERS (IF ANY) NAMED AS THE STABILISING MANAGER(S) (OR PERSONS ACTING ON BEHALF OF ANY STABILISING MANAGER(S)) IN THE APPLICABLE PRICING SUPPLEMENT MAY OVER- ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILISING MANAGER(S) (OR PERSONS ACTING ON BEHALF OF A STABILISING MANAGER) WILL UNDERTAKE STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE RELEVANT TRANCHE OF NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE RELEVANT TRANCHE OF NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE RELEVANT TRANCHE OF NOTES. ANY STABILISATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE RELEVANT STABILISING MANAGER(S) (OR PERSONS ACTING ON BEHALF OF ANY STABILISING MANAGER(S)) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES. i

5 NOTICE TO INVESTORS Unless the context otherwise requires, all references in this Offering Circular to Avation, we, our, ours, us or similar terms mean, together, the Issuers, the Guarantor and its consolidated subsidiaries and references to the Issuer shall be to Avation Capital S.A. or Avation Group (S) Pte. Ltd. for the purpose of listing of a particular tranche of Notes on the SGX and any other Stock Exchange as specified in the applicable Pricing Supplement, references to Offering Circular will be deemed to be references to the listing particulars. We, having made all reasonable enquiries, confirm that this Offering Circular contains or incorporates all information which is material in the context of the issuance and offering of Notes, that the information contained or incorporated in this Offering Circular is true and accurate in all material respects and is not misleading, that the opinions and intentions expressed in this Offering Circular are honestly held and that there are no other facts the omission of which would make this Offering Circular or any of such information or the expression of any such opinions or intentions misleading. We accept responsibility accordingly. This Offering Circular is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see Documents Incorporated by Reference ). This Offering Circular shall be read and construed on the basis that such documents are incorporated and form part of this Offering Circular. No representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Dealers, the Trustee, the Agents and the DTC Custodian as to the accuracy or completeness of the information contained or incorporated in this Offering Circular or any other information provided by us in connection with the Programme. No person is or has been authorized by us to give any information or to make any representation not contained in or not consistent with this Offering Circular or any other information supplied in connection with the Programme or the Notes and, if given or made, such information or representation must not be relied upon as having been authorized by us, any of the Dealers, the Trustee, the Agents or the DTC Custodian. Neither this Offering Circular nor any other information supplied in connection with the Programme or any Notes (a) is intended to provide the basis of any credit or other evaluation, or (b) should be considered as a recommendation by us, any of the Dealers, the Trustee, the Agents or the DTC Custodian that any recipient of this Offering Circular or any other information supplied in connection with the Programme or any Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent investigation of our financial condition and affairs, and its own appraisal of our creditworthiness. Neither this Offering Circular nor any other information supplied in connection with the Programme or the issue of any Notes constitutes an offer or invitation by us or on our behalf or by or on behalf of any of the Dealers, the Trustee, the Agents or the DTC Custodian to any person to subscribe for or to purchase any Notes. Neither the delivery of this Offering Circular nor the offering, sale or delivery of any Notes shall in any circumstances imply that the information contained herein concerning us is correct at any time subsequent to the date hereof or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date indicated in the document containing the same. The Dealers, the Trustee, the Agents and the DTC Custodian expressly do not undertake to review our financial condition or affairs during the life of the Programme or to advise any investor in the Notes of any information coming to their attention. Investors should review, inter alia, the most recently published documents incorporated by reference into this Offering Circular when deciding whether or not to purchase any Notes. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended, (the Securities Act ). The Notes in bearer form are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to United States persons, except in certain transactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder. This Offering Circular does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this Offering Circular and the offer or sale of Notes may be restricted by ii

6 law in certain jurisdictions. Neither we nor the Dealers, the Trustee, the Agents and the DTC Custodian represent that this Offering Circular may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by us or the Dealers which would permit a public offering of any Notes or distribution of this document in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Offering Circular nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Offering Circular or any Notes may come must inform themselves about, and observe, any such restrictions on the distribution of this Offering Circular and the offering and sale of Notes. In particular, there are restrictions on the distribution of this Offering Circular and the offer or sale of Notes in the United States, the European Economic Area (including the United Kingdom), Japan, Hong Kong, Luxembourg and Singapore; see Subscription and Sale and Transfer Restrictions. The Notes have not been and will not be registered under the Luxembourg law of 10 July 2015 on prospectuses for securities or any other applicable laws and each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it will not offer or sell any Notes, directly or indirectly, in Luxembourg or to others for re-offering or resale, directly or indirectly, in Luxembourg, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the applicable Luxembourg laws and regulations. This Offering Circular does not constitute an offer to issue or sell to, or a solicitation of an offer to subscribe from, anyone in any country or jurisdiction (i) in which such an offer or solicitation is not authorised; (ii) in which any person making such offer or solicitation is not qualified to do so; or (iii) in which any such offer or solicitation would otherwise be unlawful. No action has been taken that would, or is intended to, permit a public offer of the Notes in any country or jurisdiction where any such action for that purpose is required. Accordingly, Notes may not be offered or sold, directly or indirectly, and neither this Offering Circular nor any other information, form of application, advertisement or other document may be distributed or published in any country or jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Offering Circular comes must inform themselves about and observe any legal restrictions affecting any subscription of Notes. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUERS AND THE GUARANTOR AND THE TERMS OF THE NOTES BEING OFFERED, INCLUDING THE MERITS AND RISKS INVOLVED. THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE THE FOREGOING AUTHORITIES APPROVED THIS OFFERING CIRCULAR OR CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THE INFORMATION CONTAINED IN THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. NEITHER WE NOR THE DEALERS MAKE ANY REPRESENTATION TO ANY INVESTOR IN THE NOTES REGARDING THE LEGALITY OF ITS INVESTMENT UNDER ANY APPLICABLE LAWS. ANY INVESTOR IN THE NOTES SHOULD BE ABLE TO BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE NOTES FOR AN INDEFINITE PERIOD OF TIME. U.S. INFORMATION This Offering Circular is being submitted on a confidential basis in the United States to a limited number of QIBs and Institutional Accredited Investors (each as defined under Form of the Notes ) for informational use solely in connection with the consideration of the purchase of certain Notes issued under the Programme. Its use for any other purpose in the United States is not authorized. It may not be copied or reproduced in whole or in part nor may it be distributed or any of its contents disclosed to anyone other than the prospective investors to whom it is originally submitted. The Notes in bearer form are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to United States persons, except in certain transactions permitted by U.S. Treasury Regulations. Terms used in this paragraph have the meanings iii

7 given to them by the U.S. Internal Revenue Code of 1986 and the Treasury Regulations promulgated thereunder. Registered Notes may be offered or sold outside the United States to non-u.s. persons in reliance on Regulation S under the Securities Act or within the United States only to QIBs or to Institutional Accredited Investors, in either case in transactions exempt from registration under the Securities Act in reliance on Rule 144A under the Securities Act ( Rule 144A ) or any other applicable exemption. Each U.S. purchaser of Registered Notes is hereby notified that the offer and sale of any Registered Notes to it may be being made in reliance upon the exemption from the registration requirements of Section 5 of the Securities Act provided by Rule 144A. Purchasers of Definitive IAI Registered Notes will be required to execute and deliver an IAI Investment Letter (as defined under Terms and Conditions of the Notes ). Each purchaser or holder of Definitive IAI Registered Notes, Notes represented by a Rule 144A Global Note or any Notes issued in registered form in exchange or substitution therefor (together, the Legended Notes ) will be deemed, by its acceptance or purchase of any such Legended Notes, to have made certain representations and agreements intended to restrict the resale or other transfer of such Notes as set out in Subscription and Sale and Transfer Restrictions. Unless otherwise stated, terms used in this paragraph have the meanings given to them in Form of the Notes. ENFORCEABILITY OF CIVIL LIABILITIES Avation Capital S.A., Avation Group (S) Pte. Ltd. and the Guarantor are companies existing under the laws of Luxembourg, Singapore and England and Wales, respectively. In addition, certain of the Issuers and Guarantor s directors and officers and the independent auditors and certain legal counsel named in this Offering Circular reside outside the United States. A substantial portion of the Issuers and Guarantor s assets, and some of the assets of the Issuers and Guarantor s directors, officers, registered public accounting firm and certain legal counsel, are located outside the United States. Therefore, you may not be able to effect service of process within the United States upon these entities or persons so that you may enforce judgments of U.S. courts against them in the United States based on the civil liability provisions of the U.S. federal securities laws. There is doubt as to the enforceability in England and Wales in original actions or in actions for enforcement of judgments of U.S. courts ( U.S. Judgment ), of civil liabilities predicated upon the civil liability provisions of the federal or state securities laws of the United States. Also, corresponding U.S. Judgments (whether or not such judgments relate to U.S. federal securities laws) may or will not be enforceable in England and Wales in certain other circumstances, including where such judgments contravene local public policy, were obtained by fraud or duress, breach the rules of natural justice or general principles of fairness, are obtained in circumstances where the judgment debtor did not receive notice of the proceedings in sufficient time to enable the judgment debtor to defend, are not for a fixed or readily ascertainable sum, are rendered by a court that did not have jurisdiction according to the private international law rules of the local court, are subject to appeal, dismissal, stay of execution, an order or are otherwise not final and conclusive, or involve consequential, multiple or punitive damages or where the proceedings in such courts were of a penal nature, are in respect of taxes or any revenue law or foreign governmental interest, are in favour of the person other than the party applying for enforcement or are on a cause of action previously adjudicated. Also, enforcement of a U.S. Judgment in England and Wales would require that service of process in relation to the proceedings in connection with that U.S. Judgment had been properly effected in accordance with applicable England and Wales law. Judgments of United State courts based upon the civil liability provisions of United States federal or state securities laws are not enforceable in Singapore courts and that there is doubt as to whether Singapore courts will enter judgments in original actions brought in Singapore courts of civil liabilities predicated solely upon the United States federal or state securities law. There is doubt as to the enforceability in Luxembourg in original actions or in actions for enforcement of judgments of U.S. Judgment, of civil liabilities predicated upon the civil liability provisions of the federal or state securities laws of the United States. Also, corresponding U.S. Judgments (whether or not such judgments relate to U.S. federal securities laws) may or will not be enforceable in Luxembourg in certain other circumstances, including where such judgments contravene internal national public policy, are obtained in circumstances where the judgment debtor did not receive notice of the proceedings in sufficient time to enable the judgment debtor to defend, are rendered by a court that did not have jurisdiction according to the private international law rules of the local court, are not iv

8 definitive (coulé en force jugée). Also, enforcement of a U.S. Judgment in Luxembourg would require that service of process in relation to the proceedings in connection with that U.S. Judgment had been properly effected according to Luxembourg applicable laws. FORWARD LOOKING STATEMENTS This Offering Circular contains forward-looking statements, including statements concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities and the effects of future regulation and the effects of competition. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond our control and all of which are based on our management s current beliefs and projections about future events and financial trends affecting our business. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as believe, expect, may, project, will, could, should, shall, intend, estimate, aims, plan, predict, assume, or anticipate or similar words or statements in particular, in the sections entitled Business and Management s Discussion and Analysis of Financial Condition and Results of Operations in this Offering Circular in relation to future events, our prospects, our expected financial condition, our business strategies, the future developments of the Group s operations and industry and the future development of the general domestic, regional and global economy. These forward-looking statements include all matters that are not historical facts. Forward-looking statements may and often do differ materially from actual results. These statements are based on numerous assumptions regarding the Group s present and future business strategy and the environment in which it expects to operate in the future. The Group s future results could differ materially from those expressed or implied by such forward looking statements although these forward-looking statements reflect its current view of future events, they are not a guarantee of future performance. In addition, the Group s future performance may be affected by various factors and risks including without limitation, those discussed in the sections entitled Risk Factors and Issuers. Many important factors, in addition to those discussed in this Offering Circular, could cause our actual results to differ substantially from those anticipated in our forward-looking statements, including, among other things: (a) (b) (c) (d) (e) (f) (g) (h) the availability of capital to us and to our customers and changes in interest rates; the ability of our lessees and potential lessees to make operating lease payments to us; our ability to successfully negotiate aircraft purchases, sales and leases, to collect outstanding amounts due and to repossess aircraft under defaulted leases, and to control costs and expenses; decreases in the overall demand for commercial aircraft leasing and aircraft management services; the economic condition of the global airline and cargo industry; changes in management; competitive pressures within the industry; the negotiation of aircraft management services contracts; and (i) regulatory changes affecting commercial aircraft operators, aircraft maintenance, engine standards, accounting standards and taxes. Forward-looking statements speak only as of the date they were made and we undertake no obligation to update publicly or to revise any forward-looking statements because of new information, future events or other factors. In light of the risks and uncertainties described above, the forward-looking events and circumstances described in this Offering Circular might not occur and are not guarantees of future performance. The factors described above should not be construed as exhaustive and should be read in conjunction with the other cautionary statements and the risk factors that are included in Risk Factors and Business in this Offering Circular. Should one or more of these or other risks or uncertainties materialise, or should any underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated. Prospective investors should therefore not place undue reliance on any of these forward-looking statements. v

9 In this Offering Circular, statements of, or references to, intentions of the Guarantor or Issuers or those of any of the directors of the Guarantor or Issuers are made as at the date of this Offering Circular, unless stated otherwise. Any such intentions may change in light of future developments. AVAILABLE INFORMATION The Guarantor s corporate headquarters are located at 65 Kampong Bahru Road, Singapore. The Guarantor is listed on the London Stock Exchange (the LSE ). Except as provided below in the section titled Documents Incorporated by Reference, the information filed by the Guarantor with the LSE or contained on the Guarantor s website is not incorporated into this Offering Circular by reference. None of the Issuers or the Guarantor are currently subject to the periodic reporting and other information requirements of the United States Securities Exchange Act of 1934, as amended (the Exchange Act ), nor do they expect to become subject to such requirements. For so long as any of the Notes or the Note Guarantee are restricted securities within the meaning of Rule 144(a)(3) under the Securities Act, and during any period in which the Issuers or the Guarantor are neither subject to Section 13(a) or 15(d) of the Exchange Act, nor exempt from reporting thereunder pursuant to Rule 12g3-2(b), the Issuers will furnish (or provide by means of a website posting) to any holder or beneficial owner of such restricted securities or to any prospective purchaser of such restricted securities designated by any such holder or beneficial owner, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act in order to permit compliance with Rule 144A in connection with resale of such Notes. This Offering Circular contains summaries of certain agreements that the Issuers and other parties have entered into or will enter into in connection with this Offering. The descriptions in this Offering Circular of these agreements are only summaries, do not purport to be complete and are subject to, or qualified in their entirety by reference to, these definitive agreements. Copies of the definitive agreements will be made available in accordance with the terms of the Notes without charge to you by making a written request to the Issuers at the following addresses: Avation Capital S.A. 46A, Avenue J.F. Kennedy L-1855 Luxembourg Grand Duchy of Luxembourg and Avation PLC 65 Kampong Bahru Road Singapore PRESENTATION OF FINANCIAL AND OTHER INFORMATION Presentation of Financial Information of the Guarantor The consolidated financial information included in this Offering Circular has been derived from the Guarantor s consolidated financial statements as at and for the financial years ended 30 June 2014, 2013 and 2012 and the six months ended 31 December 2013 and 31 December The Guarantor s consolidated financial statements for the financial years ended 30 June 2014, 2013 and 2012 comply with International Financial Reporting Standards ( IFRS ) as issued by the International Accounting Standards Board ( IASB ). Presentation of Industry Data Market data and certain industry forecasts used throughout this Offering Circular were obtained from internal surveys, market research, publicly available information and industry publications. Industry publications generally state that the information contained therein has been obtained from sources believed to be reliable at the relevant time, but that the accuracy and completeness of such information is not guaranteed. Similarly, internal surveys, market research and other publicly available information, while believed to be reliable, have not been independently verified, and none of the Issuers, the Guarantor, the Dealers, the Trustee, the Agents or the DTC Custodian makes any representation as to the completeness or accuracy of such information. Any estimates and forecasts contained in market vi

10 data and industry publications involve risks and uncertainties and are subject to change based on various factors, including those discussed under Forward-Looking Statements and Risk Factors. The Guarantor has accurately reproduced the market and industry data, and as far as the Guarantor is aware and able to ascertain from internal surveys, market research, publicly available information and industry publications, no facts have been omitted which would render the reproduced information inaccurate or misleading. Certain Conventions and Defined Terms Certain figures and percentages included in this Offering Circular have been subject to rounding adjustments. Accordingly, figures shown in the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede them. All references to GBP and refer to British pound sterling, being the legal currency for the time being of the Great Britain: and all references to USD, US$ and U.S. dollars refer to U.S. dollars, being the legal currency for the time being of the United States. Trademarks and Trade Names Trademarks, service marks and trade names appearing in this Offering Circular are the property of their respective holders. EXCHANGE RATE INFORMATION For the year ended 30 June 2013 the Guarantor reported its results in US dollars for the first time as substantially all of its revenue from operations is received in US dollars. The audited financial statements for the year ended 30 June 2013 gave comparative figures for the year ended 30 June 2012 restated in US dollars using the spot rate of exchange on 30 June Figures extracted from accounts for the periods ended 30 June 2012 stated in this Offering Circular have been converted into US dollars using the relevant period end exchange rate. None of the Issuers, the Guarantor, the Dealers, the Paying Agents, the Transfer Agents and the Registrars or the Trustee makes any representation that British pound sterling or the U.S. dollar amounts referred to in this Offering Circular have been, could have been or could, in the future, be, converted into U.S. dollars at any particular rate, if at all. Fluctuations in the value of the British pound sterling relative to the U.S. dollar may have a significant effect on the translation into U.S. dollars of the Guarantor s British pound sterling assets, liabilities, revenue and expenses, and may continue to do so in the future. For further information on the impact of fluctuations in exchange rates on the Guarantor s operations, see Risk Factors Risks Relating to the Business of the Guarantor The Guarantor is subject to currency fluctuation risks. DOCUMENTS INCORPORATED BY REFERENCE The following documents published or issued from time to time after the date hereof shall be deemed to be incorporated in, and to form part of, this Offering Circular: (a) the most recently published audited consolidated annual financial statements of the Guarantor for financial years ending 30 June; (b) the most recently published unaudited consolidated interim financial statements of the Guarantor for interim periods ending 31 December; and (c) all supplements or amendments to this Offering Circular circulated by us from time to time, save that any statement contained herein or in a document which is deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purpose of this Offering Circular to the extent that a statement contained in any such subsequent document which is deemed to be incorporated by reference herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Offering Circular. Any published unaudited reviewed consolidated interim financial statements of the Guarantor which are, from time to time, deemed to be incorporated by reference in this Offering Circular will not have been audited by the independent auditors of the Group. Accordingly, there can be no assurance that, vii

11 had an audit or review been conducted in respect of such financial statements, the information presented therein would not have been materially different, and investors should not place undue reliance upon them. We will provide, without charge, to each person to whom a copy of this Offering Circular has been delivered, upon the request of such person, a copy of any or all of the documents deemed to be incorporated herein by reference unless such documents have been modified or superseded as specified above. Requests for such documents should be directed to us at our registered office set out at the end of this Offering Circular. We have given an undertaking to the Dealers that as and when it is proposed that Notes be issued under the Programme, if any event shall have occurred as a result of which this Offering Circular, as amended or supplemented, would include a statement of fact which is not true and accurate or omit any fact the omission of which is material in the context of the Programme or the issue of Notes, or if there is a change in our condition which is material in the context of the Programme or the issue of Notes, a new offering circular will be prepared in each case in a form approved by the Dealers. viii

12 AASL... Additional Aircraft... AEF... AEFII... DEFINITIONS Airline Allied Services Limited the 17 additional ATR aircraft which the Guarantor has a right to purchase under the ATR Supply Agreement Avation Eastern Fleet Pte Ltd, a wholly owned subsidiary of the Guarantor Avation Eastern Fleet II Pte Ltd, a wholly owned subsidiary of the Guarantor AEFIII... Avation Eastern Fleet III Pte Ltd, a wholly owned subsidiary of the Guarantor AEFIV... Agents... Aircraft Acquisition Strategy... Avation Eastern Fleet IV Pte Ltd, a wholly owned subsidiary of the Guarantor Principal Paying Agent, Transfer Agent, Exchange Agent and Registrar, including any successor or additional principal paying agent, transfer agent, exchange agent or registrar the Guarantor s growth strategy as further detailed in this document Aircraft Options... the options for firm aircraft purchases under the ATR Supply Agreement, details of which are set out on page 104 of this document Airframe Leasing (S) or ALS... Airframe Leasing (S) Pte Ltd, a wholly owned indirect subsidiary of the Guarantor Airframe Leasing (S) II or ALSII... Airframe Leasing (S) III or ALSIII... Airframe Leasing (S) IV or ALSIV... AIM... ALA... ALE... ALS... ARAN... ARAN Agreement... Alliance Air also known as Air India Regional... Articles... ATL... ATR... Airframe Leasing (S) II Pte Ltd, a wholly owned indirect subsidiary of the Guarantor Airframe Leasing (S) III Pte Ltd, a wholly owned indirect subsidiary of the Guarantor Airframe Leasing (S) IV Pte Ltd, a wholly owned indirect subsidiary of the Guarantor AIM, a market operated by the London Stock Exchange AVAP Leasing (Asia) Ltd. Avation Leasing Europe Limited Singapore Aircraft Leasing Scheme the Australian Regional Airline Network the agreement dated 11 January 2011 between the Guarantor, VARA and Virgin Australia for the establishment of the ARAN, including the provision of a fleet of up to 20 new aircraft which will operate primarily along the length of the Eastern Coast of Australia Airline Allied Services Ltd the Articles of Association of the Guarantor, as amended from time to time Avation Taiwan Leasing Pte. Ltd. Avions de Transport Regional (ID No ) of 1 Allée Pierre Nadot, 31712, Blagnac Cedex, France 1